UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-40233

ROYALTY MANAGEMENT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

No. 86-1599759

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12115 Visionary Way, Unit 174 Fishers, Indiana 46038 ~~(Address of principal executive offices, including zip code) (317) 855-9926 Registrant's telephone number, including area code~~

(Address of principal executive offices, including zip code)

(317) 855-9926

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock par value $0.0001 per share	RMCO	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	RMCOW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer

☐ Accelerated filer

☒ Non-accelerated filer

☒ Smaller reporting company

☒ 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. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed ~~second~~ fiscal ~~quarter~~year; $1514,~~704~~928,~~984~~899.

There were 14,~~504~~958,~~095~~817 shares of the registrant's Common Stock outstanding on ~~April~~March 1628, ~~2024~~2025.

ROYALTY MANAGEMENT HOLDING CORPORATION

ANNUAL REPORT ON FORM 10-K

Fiscal Year Ended December 31, 2024

TABLE OF CONTENTS

		Page
Special Note Regarding Forward Looking Statements		3
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	54
Item 1B.	Unresolved Staff Comments	54
Item 2.	Properties	54
Item 3.	Legal Proceedings	54
Item 4.	Mine Safety Disclosures	54
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	65
Item 6.	Selected Financial Data	87
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	97
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	129
Item 8.	Financial Statements and Supplementary Data	1310
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1411
Item 9A.	Controls and Procedures	1411
Item 9B.	Other Information	1512
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1613
Item 11.	Executive Compensation	2319
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2421
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2523
Item 14.	Principal Accounting Fees and Services	2624
PART IV
Item 15.	Exhibits, Financial Statement Schedules	2726
Signatures		2927

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~~EXPLANATORY~~SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

OnThis ~~October~~annual report on Form 10-K of Royalty Management Holding Corporation for the year ended December 31, ~~2023,~~2024 wecontains ~~consummated~~certain forward-looking statements within the ~~business~~meaning ~~combination,~~of orSection 27A of the ~~Business~~Securities ~~Combination~~Act of 1933, ~~contemplated~~as byamended, and Section 21E of the ~~Agreement~~Securities ~~and~~Exchange ~~Plan~~Act of ~~Merger~~1934, ~~with~~as ~~RMC~~amended, ~~Sub~~which ~~Inc.~~are ~~(“Merger~~intended ~~Sub”),~~to abe ~~wholly-owned~~covered ~~subsidiary~~by ofthe ~~American~~safe ~~Acquisition~~harbors ~~Opportunity~~created ~~Inc~~thereby. ~~(“AMAO”),~~To athe ~~special~~extent ~~purpose~~that ~~acquisition~~such ~~company~~statements are not recitations of historical fact, ~~which~~such isstatements ~~our~~constitute ~~predecessor~~forward looking statements which, ~~and~~by ~~Royalty~~definition ~~Management~~involve ~~Co.~~risks ~~(“Legacy~~and ~~Royalty”)~~uncertainties. ~~Pursuant~~In toparticular, statements under the ~~Merger~~Sections; ~~Agreement~~Description of Business, ~~Merger~~Management’s ~~Sub~~Discussion ~~was~~and ~~merged~~Analysis ~~with~~of Financial Condition and ~~into~~Results ~~Legacy~~of ~~Royalty,~~Operations ~~with~~contain ~~Legacy~~forward ~~Royalty~~looking ~~surviving~~statements. Where in any forward-looking statements, the ~~merger~~Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a ~~wholly~~reasonable ~~owned~~basis, ~~subsidiary~~but ofthere ~~AMAO~~can ~~(the~~be ~~“Business~~no ~~Combination”).~~assurance ~~Upon~~that the ~~closing~~statement of ~~the~~expectation ~~Business~~or ~~Combination,~~belief ~~AMAO~~will ~~changed~~result ~~its~~or ~~name~~be toachieved ~~Royalty~~or ~~Management~~accomplished. ~~Holdings~~The ~~Co.~~following ~~with~~are ~~its~~factors ~~Class~~that Acould ~~common~~cause ~~stock~~actual ~~continuing~~results or events to bediffer ~~listed~~materially onfrom ~~Nasdaq~~those ~~under~~anticipated ~~the~~and ~~ticker~~include ~~symbol~~but ~~“RMCO~~are not limited to: general economic,” ~~its~~financial ~~warrants~~and ~~continuing~~business toconditions; bechanges ~~listed~~in ontax ~~Nasdaq~~laws; ~~under~~and the ~~symbol~~cost ~~“RMCOW.~~and ~~Royalty~~effects ~~Management~~of ~~Holding~~legal coproceedings. ~~became~~You ~~the~~should ~~successor~~not ~~entity~~rely toon ~~AMAO~~forward ~~pursuant~~looking tostatements ~~Rule~~in ~~12g-3(a)~~this ~~promulgated~~annual ~~under~~report. ~~the~~This ~~Securities~~annual ~~Exchange~~report ~~Act~~contains offorward ~~1934,~~looking asstatements ~~amended~~that ~~(the~~involve ~~“Exchange~~risks ~~Act”)~~and uncertainties. AsWe ~~used~~use inwords ~~this~~such ~~Report~~as “anticipates,” ~~unless~~“believes,” ~~otherwise~~“continue,” ~~indicated~~“could,” or“estimate,” ~~the~~“expects,” ~~context~~“future,” ~~otherwise~~“intends,” ~~requires~~“may,” ~~references~~“might,” to“plans,” “wepossible,” “uspotential,” “~~our~~predict,” ~~the~~“project,” “~~company~~should,” ~~and~~ “~~Royalty~~would” ~~refer~~and tosimilar ~~the~~expressions ~~consolidated~~to ~~operations~~identify ofthese ~~Royalty~~forward- ~~Holdings~~looking Costatements. ~~and~~Prospective ~~its~~investors ~~subsidiaries.~~should ~~References~~not toplace ~~“AMAO”~~undue ~~refer~~reliance toon ~~the~~these ~~company~~forward-looking ~~prior~~statements, towhich ~~the~~apply ~~consummation~~only as of the ~~Business~~date ~~Combination~~of ~~and~~this ~~references~~annual toreport. ~~“Legacy~~Our ~~Royalty”~~actual ~~refer~~results tocould ~~Royalty~~differ ~~Management~~materially Cofrom those anticipated in these forward-looking statements. ~~prior~~We undertake no obligation to ~~the~~update ~~consummation~~or revise any forward-looking statements, whether as a result of ~~the~~new ~~Business~~information, ~~Combination~~future events or otherwise, except as may be required under applicable securities laws.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K of Royalty Management Holding Corporation for the year ended December 31, 2023 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward looking statements. Where in any forward-looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. The following are factors that could cause actual results or events to differ materially from those anticipated and include but are not limited to: general economic, financial and business conditions; changes in tax laws; and the cost and effects of legal proceedings. You should not rely on forward looking statements in this annual report. This annual report contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “continue,” “could,” “estimate,” “expects,” “future,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions to identify these forward- looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I

ITEM 1. BUSINESS.

All references to “we,” “us,” “our,” “RMCO” “Royalty”, or the “Company” in this Annual Report on Form 10-K mean Royalty Management Holding Corporation.

We ~~are~~were a blank check company formed under the laws of the State of Delaware on January 20, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses (a “Business Combination”). ~~Although~~On ~~the~~October ~~Company~~31, is2023, ~~not~~we ~~limited~~consummated to a ~~particular~~merger ~~industry~~with orRoyalty ~~geographic~~Management ~~region~~Corporation, ~~for~~an ~~purposes~~Indiana ofcorporation ~~consummating~~(“RMC”), whereby RMC became a ~~Business~~wholly ~~Combination~~owned subsidiary of RMCO. Through this combination, ~~the~~RMCO ~~Company~~became ~~intends~~a royalty company building shareholder value to ~~focus~~benefit onboth ~~companies~~its inshareholders ~~the~~and ~~land~~communities ~~holdings~~by acquiring and ~~resources~~developing ~~industry~~high value assets in ~~the~~a ~~United~~variety ~~States~~of market environments. WeThe ~~intend~~model is to ~~effectuate~~acquire ~~our~~and ~~Business~~structure ~~Combination~~cashflow ~~using~~streams ~~cash~~around ~~from~~assets that can support the ~~proceeds~~communities ofby monetizing the ~~Initial~~current ~~Public~~existing ~~Offering~~cash ~~and~~flow streams while identifying transitionary cash flow from the ~~sale~~assets offor the ~~Private~~future. On ~~Warrants~~March 20, 2025 we changed our ~~capital~~state ~~stock,~~of ~~debt~~incorporation orfrom athe ~~combination~~State of ~~cash,~~Delaware ~~stock~~to ~~and~~State ~~debt~~of Florida.

4 Table of Contents

ITEM 1A. RISK FACTORS.

Because we are an Emerging Growth Company, we are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

We lease an office from an affiliated entity, Land Resources & Royalties LLC (or “LRR”), located atin ~~1845 South KY Highway 15 South,~~ Hazard, ~~KY 41701~~Kentucky. We pay $250~~.00~~ a month, plus common charges, in rent with an initial lease term of 10 years.

We sublease an office from an affiliated entity, American Resources Corporation, ~~located~~(or ~~at 12115 Visionary Way~~“ARC”), ~~Ste~~located ~~174,~~in Fishers, ~~IN 46038~~Indiana. WeHistorically, ~~pay~~we have paid $2,143~~.25~~ a month in rent, but starting January 2024 that rent was lowered to $1,500 per month, with an initial lease term of 10 years.

We lease land from an affiliated entity, LRR, located in Pike County, Kentucky. We pay $2,000 a month in rent with an initial lease term of 21 years.

We lease land from an affiliated entity, LRR, located in Hamilton County, Indiana. We pay a minimum of $2,000 a month in rent or 20% of the immediately prior month’s total monthly gross revenues from the lessee’s operations. The initial lease term is 5 years.

ITEM 3. LEGAL PROCEEDINGS.

To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

54 Table of Contents

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our units, Class A common shares and warrants, are traded on The NASDAQ Capital Markets, LLC under the symbols “RMCO” and “RMCOW,” respectively. Upon our business combination, which became effective on October 31, 2023, our units commenced public trading on November 6, 2023. The following table sets forth information as reported by the Nasdaq Capital Markets for the high and low bid and ask prices for each of the eight quarters ending December 31, 2024 for our common stock.

As of December 31, 2023, there were 342 shareholders of record of our common stock. This number includes one position at Cede & Co., which includes an unknown number of shareholders holding shares of 94,261. The number of both shareholders of record and beneficial shareholders may change on a daily basis and without the Company’s immediate knowledge.

	High		Low
Quarters ending in 2023
March 31	$	10.74	$	10.00
June 30		10.30		10.13
September 30		11.25		10.26
December 31		22.97		1.48

Quarters ending in 2024
March 31	$	2.30	$	1.10
June 30		1.59		0.70
September 30		1.12		0.74
December 31		1.28		0.86

Holders

As of December 31, 2024, there were 343 shareholders of record of our common stock. This number includes one position at Cede & Co., which includes an unknown number of shareholders holding shares of 94,261. The number of both shareholders of record and beneficial shareholders may change on a daily basis.

Dividends

Holders of common stock are entitled to receive dividends as may be declared by our Board of Directors and, in the event of liquidation, to share pro rata in any distribution of assets after payment of liabilities and preferred shareholders. Our Board of Directors has sole discretion to determine: (i) whether to declare a dividend; (ii) the dividend rate, if any, on the shares of any class of series of our capital stock, and if so, from which date or dates; and (iii) the relative rights of priority of payment of dividends, if any, between the various classes and series of our capital stock. We have not paid any dividends in the past and do not have any current plans to pay any dividends in the future.

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Securities Authorized for Issuance Under Equity Compensation Plans

None.

Stock Performance Graph

	High		Low
Quarters ending in 2022
March 31	$	11.41	$	9.535
June 30		11.24		10.01
September 30		10.32		10.05
December 31		10.43		9.97

Quarters ending in 2023
March 31	$	10.37	$	10.15
June 30		10.30		10.18
September 30		10.92		10.31
December 31		11.19		1.59

6 Table of Contents

Recent Sales of Unregistered Sales of Equity Securities

~~None.~~Series A Preferred Stock

The Company is authorized to issue 10,000,000 shares of “blank check” preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s Board of Directors. On August 30, 2024, the Company amended and restated its Certificate of Incorporation to designate 5,000,000 shares of the Preferred Stock as a newly-designed Series A Preferred Stock. Series A Preferred Stock will have a $1.00 par value, while the remainder of preferred stock will remain at $0.0001. At December 31, 2024 and 2023, there were 1,607,886 and 0, respectively, shares of preferred stock issued or outstanding.

Stock Warrants

During 4^th quarter 2024, the Company issued 225,000 stock warrants for the Board of Directors compensation for 2024 and 2025. The warrant provides the option to purchase up to a total of 225,000 Class A Common Stock at an average exercise price of 1.19 per share. The warrants expire three years after issuance.

During the period the warrants are outstanding, we will reserve from our authorized and unissued common stock a sufficient number of shares to provide for the issuance of shares of common stock underlying the warrants upon the exercise of the warrants. No fractional shares will be issued upon the exercise of the warrants. The warrants are not listed on any securities exchange. Except as otherwise provided within the warrant, the warrant holders have no rights or privileges as members of the Company until they exercise their warrants.

Use of Proceeds

None.

Repurchases

~~None~~ On April 13, 2024, the Company’s Board of Directors voted unanimously to institute a stock repurchase program of Royalty Management Holding Corporation’s Class A Common Shares. Under the program, stock purchases will occur either through open market purchases or through privately negotiated transactions, at prices determined by an officer of the Company. Unless otherwise modified by the Board of Directors, the stock repurchase program terminates at the earlier of: (i) upon a total purchase of Two Million Dollars ($2,000,000) of Company Common Stock; (ii) Twenty-Four (24) months after the date of Board approval, or (iii) upon termination by action of the Board. The stock repurchase program does not obligate the Company to repurchase any dollar amount or number of shares of common stock, and the program may be suspended or discontinued at any time.

7As ~~Table~~of December 31, 2024, the Company has repurchased a total of ~~Contents~~31,177 shares of Common Stock at an average price of $0.9201 per share.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.

8 Table of Contents

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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, ~~2023~~2024 and our capital resources and liquidity as of December 31, ~~2023~~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.

The following discussion should be read in conjunction with the “Selected Consolidated Financial Data” and our consolidated financial statements and the notes thereto, all included elsewhere herein. The forward-looking statements in this section and other parts of this document involve risks and uncertainties including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption “Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995” below. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by or on behalf of the Company.

Overview

The following discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

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.

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RESULTS OF OPERATIONS

Year Ended December 31, ~~2023~~2024 compared to Year Ended December 31, ~~2022~~2023.

Revenues.

Revenues for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 were $~~361~~807,~~624~~089 and $~~172~~488,~~686~~520, respectively. The increase is due to aincreased ~~full~~volume ~~year of revenues~~ for our environmental services subsidiary ~~as well as an increase in fee income due to full year of income in the respective investments~~.

We generated non-operating income in the form of interest income on marketable securities held in the trust account.

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Expenses.

Total ~~Operating~~cost ~~Expenses~~of revenues for the year ended December 31, ~~2023~~2024 and ~~2022~~2023 were $222,~~048,531~~699 and $316,~~647~~594,~~578,~~ respectively. The ~~main~~increase ~~driver~~is ofdue ~~operating~~to ~~expenses~~increased ~~were~~volume ~~administrative,~~for ~~professional~~our ~~fees,~~environmental ~~and~~services ~~salaries~~subsidiary.

Total ~~Other~~Operating ~~Income~~Expenses ~~and Expense~~ for the year ended December 31, ~~2023~~2024 and ~~2022~~2023 were ($~~380~~1,~~315)~~096,748 and $4777,~~674~~600,~~395,~~ respectively,. ~~mostly~~The ~~from~~main reason for the ~~fair~~increase ~~value~~to ~~adjustments~~operating ofexpenses ~~warrant~~were ~~liabilities,~~due ~~convertible~~to ~~debt~~additional ~~interest~~public ~~and~~company ~~amortization~~listing ~~expense~~fees ~~intangibles~~in addition to professional fees to keep the company compliant.

Total Other Income and Expense for the year ended December 31, 2024 were other income of $198,097, mostly from interest income, income from investment in FUB Mineral which is accounted for on the equity method of accounting, the fair value adjustments of warrant liabilities, and interest expense.

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.

Financial Condition.

Total Assets as of December 31, ~~2023~~2024 and ~~2022~~2023 amounted to $1315,~~610~~040,~~731~~664 and $2015,~~257~~040,~~417~~123, respectively. The ~~large~~increase ~~decrease~~ in assets was due to ~~trust~~an ~~redemptions~~increase ofin ~~$7,613,762~~accounts and interest receivables.

Total Liabilities as of December 31, ~~2023~~2024 and ~~2022~~2023 amounted to $31,~~990~~414,~~542~~940 and $83,~~542~~926,~~465~~243, respectively. The primary ~~drivers~~driver for the decrease in liability balance was the conversions of ~~convertible~~accrued wages and notes payable ~~and~~to ~~redemption~~preferred ofstock ~~deferred~~shares. ~~underwriter~~See ~~commissions~~Note 12 for additional information.

LIQUIDITY AND CAPITAL RESOURCES

InThe ~~March~~Company’s ~~2021~~primary use of positive cash flow has been to fund corporate holding and public company costs. As of December 31, 2024, the ~~initial~~Company ~~stockholders~~had ~~purchased~~retained 2earnings of $1,~~875~~231,~~000~~588. ~~shares~~The ~~(the~~Company ~~“Founder~~has ~~Shares”)~~limited financial resources. As of December 31, 2024, the Company’s ~~common~~had ~~stock~~a ~~for~~working ancapital ~~aggregate~~deficit ~~price~~of $236,740, a cash balance of $25114,~~000~~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.

On March 17, 2021, we consummated an initial public offering of 10,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $100,000,000 (the “Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 3,800,000 Private Warrants to our initial stockholders generating gross proceeds of $3,800,000. Following the Initial Public Offering and the sale of the Private Warrants, a total of $101,000,000 was placed in the trust account. We incurred $3,910,297 in Initial Public Offering related costs, including $3,500,000 of underwriting fees and $410,297 of other costs. For the period from its inception though June 30, 2021, cash used in operating activities was $618,833 mostly from administrative and due diligence costs. Cash generated from financing activities were $102,414,704 related to the proceeds of our Initial Public Offering and sale of Private Warrants.

On March 29, 2022 - trust redemption of $90,334,512,92, reducing the trust account balance to $15,788,742.13. The redemption was allowed under initial offering documents at the time of trust extension which was necessary because a business combination had not been completed.

On September 28, 2022, a second trust redemption of $8,331,836.23. The redemption was allowed under initial offering documents at the time of trust extension.

As of December 31, 2022 and October 31, 2023, the effective date of our business combination, the balance in the trust account was $7,613,761.76 and $0.00, respectively.

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We intended to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2023, we have unrestricted cash of $77,023. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel (to the extent necessary and practicable) to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.

11 Table of Contents

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements as of December 31, ~~2023~~2024 and ~~December 31, 2022~~2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Table of Contents

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

Administrative Services Arrangement

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. AsAt ~~of December~~the ~~31,~~date ~~2022~~of ~~and~~business ~~October 31~~combination, ~~2023,~~ the ~~effective~~services ~~date~~agreement terminated. As of the ~~business~~year ~~combination~~ended ~~and~~December ~~termination~~31, ~~of the services agreement~~2024, $120,000 ~~and $0~~, ~~respectively,~~is ~~has~~accrued ~~been~~and ~~paid~~owed under this agreement.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Consolidated Financial Statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires us to establish accounting policies and make estimates that affect amounts reported in our Consolidated Financial Statements. Note 2 of the Notes to Consolidated Financial Statements, which is incorporated by reference into this MD&A, describes the significant accounting policies we use in our Consolidated Financial Statements.

An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on the Consolidated Financial Statements. Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results substantially different from those estimates. The most significant accounting policies and estimates and their related application are discussed below.

Warrant Liability

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.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report, including Management’s Discussion and Analysis of Financial Conditions and Results of Operations, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, all statements regarding our and management’s intent, belief, expectations, such as statements concerning our future profitability and our operating and growth strategy. Words such as “believe,” “anticipate,” “expect,” “will,” “may,” “should,” “intend,” “plan,” “estimate,” “predict,” “potential,” “continue,” “likely,” “would,” “could” and similar expressions are intended to identify forward-looking statements. Investors are cautioned that all forward-looking statements involve risk and uncertainties including, without limitations, dependence on sales forecasts, changes in consumer demand, seasonality, impact of weather, competition, reliance on suppliers, risks inherent to international trade, changing retail trends, the loss or disruption of our manufacturing and distribution operations, cyber security breaches or disruption of our digital systems, fluctuations in foreign currency exchange rates, economic changes, ~~as well as other factors set forth under the caption “Item 1A, Risk Factors” in this Annual Report on Form 10-K~~ and other factors detailed from time to time in our filings with the Securities and Exchange Commission. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate. Therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We assume no obligation to update any forward-looking statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company qualifies as a smaller reporting company, as defined by SEC Rule 229.10(f)(1) and is not required to provide the information required by this Item.

129 Table of Contents

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ROYALTY MANAGEMENT HOLDING COPRORATION ~~AND SUBSIDIARIES~~

~~INDEX~~ December TO31, ~~CONSOLIDATED~~2024 ~~FINANCIAL~~and ~~STATEMENTS~~ 2023

		Page
FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm - 2023		F-1
Report of Independent Registered Public Accounting Firm - 2024		F-1
Consolidated Balance Sheet		F-2
Consolidated Balance Sheets		F-2
Consolidated Statements of Operations		F-3
Consolidated Statements of Changes Stockholders' Equity (Deficit)		F-4
Consolidated Statements of Changes Stockholders' Equity		F-4
Consolidated Statements of Cash Flows		F-5
Consolidated Notes to Financial Statements		F-6

1310 Table of Contents

~~Report~~REPORT ofOF ~~Independent~~INDEPENDENT ~~Registered~~REGISTERED ~~Public~~PUBLIC ~~Accounting~~ACCOUNTING ~~Firm~~FIRM

To the ~~shareholders~~Board ~~and~~of ~~the~~Directors ~~board~~and ofStockholders ~~directors~~ of Royalty Management Holding Corporation

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Royalty Management Holding Corporation and its subsidiaries (the “Company”) as of December 31, ~~2023~~2024 and ~~2022~~2023, and the related consolidated statements of operations, stockholders'’ equity ~~(deficit)~~, and cash flows for the years then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

~~Substantial~~Basis ~~Doubt~~for ~~about the Company’s Ability to Continue as a Going Concern~~Opinion

~~The~~These ~~accompanying~~consolidated financial statements ~~have~~are ~~been~~the ~~prepared~~responsibility ~~assuming~~of ~~that~~ the Company’s ~~will~~management. ~~continue~~Our asresponsibility ais ~~going~~to ~~concern.~~express Asan ~~discussed~~opinion inon ~~Note~~the 2Company’s toconsolidated ~~the~~ financial statements, based on our audits. We are a public accounting firm registered with the Public Company’s ~~significant~~Accounting ~~operating~~Oversight ~~losses~~Board ~~raise~~(United ~~substantial~~States) ~~doubt~~(PCAOB) ~~about~~and ~~its~~are ~~ability~~required to ~~continue~~be asindependent awith ~~going~~respect ~~concern. The~~to ~~financial~~the ~~statements~~Company doin ~~not~~accordance ~~include~~with ~~any~~the ~~adjustments~~U.S. ~~that~~federal ~~might~~securities ~~result~~laws ~~from~~and the ~~outcome~~applicable rules and regulations of ~~this~~the ~~uncertainty~~Securities and Exchange Commission and the PCAOB.

~~Basis~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for ~~Opinion~~the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~These~~Our ~~financial~~audits ~~statements~~included ~~are~~performing procedures to assess the ~~responsibility~~risks of material misstatement of the ~~Company's~~consolidated ~~management.~~financial ~~Our~~statements, ~~responsibility~~whether isdue to ~~express~~error anor ~~opinion~~fraud, onand ~~the~~performing ~~Company's~~procedures ~~financial~~that ~~statements~~respond ~~based~~to onthose ~~our audit~~risks. WeSuch ~~are~~procedures included examining, on a ~~public~~test ~~accounting~~basis, ~~firm~~evidence ~~registered~~regarding ~~with~~the amounts and disclosures in the ~~Public~~consolidated ~~Company~~financial ~~Accounting~~statements. ~~Oversight~~Our ~~Board~~audits ~~(United~~also ~~States)~~included ~~("PCAOB")~~evaluating ~~and~~the ~~are~~accounting ~~required~~principles toused beand ~~independent~~significant ~~with~~estimates ~~respect~~made toby ~~the~~management, ~~Company~~as inwell ~~accordance~~as ~~with~~evaluating the ~~U.S.~~overall ~~federal~~presentation ~~securities~~of ~~laws~~the ~~and~~consolidated ~~the~~financial ~~applicable~~statements. ~~rules~~We ~~and~~believe ~~regulations~~that ofour ~~the~~audits ~~Securities~~provide ~~and~~a ~~Exchange~~reasonable ~~Commission~~basis ~~and~~for ~~the~~our ~~PCAOB~~opinion.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’/s/ ~~internal~~CM3 ~~control over financial reporting. Accordingly, we express no such opinion.~~Advisory

~~Our~~CM3 ~~audit~~Advisory ~~included~~(PCAOB ~~performing~~ID procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.6866)

~~/S/~~San BFDiego, ~~Borgers~~California ~~CPA PC~~

BFMarch 28, ~~Borgers CPA PC (PCAOB ID 5041)~~2025

We have served as the Company'’s auditor since ~~2022~~2024.

~~Lakewood,~~F-1 COTable of Contents

~~April~~ROYALTY ~~16,~~MANAGEMENT ~~2024~~HOLDING CORPORATIONCONSOLIDATED BALANCE SHEETS

F-1 Table of Contents

ASSETS	December 31, 2024		December 31, 2023
Cash and Cash Equivalents	$	114,138	$	195,486
Accounts Receivable		180,881		70,322
Prepaid Insurance		3,626		-
Interest Receivable		260,069		124,727
Fee Income Receivable		194,482		309,787
Total Current Assets		753,196		700,322

Investments in Corporations and LLCs		10,235,925		10,230,434
Convertible Notes Receivable		1,430,000		1,400,000
Notes Receivable		93,422		235,267
Due from Related Party		316		-
Intangible Assets, Net		1,972,899		1,904,745
Restricted Cash		195,350		176,800
Tools, Machinery & Equipment, Net		3,832		5,417
Operating Lease Right-Of-Use Assets, Net		355,724		387,138
TOTAL ASSETS	$	15,040,664	$	15,040,123

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Accounts Payable – Related Party	$	381,243	$	381,243
Accounts Payable		105,326		96,071
Due to Related Party		1,500		-
Current Portion of Operating Lease Liabilities		33,490		26,527
Current Portion of Notes Payable		250,000		20,000
Deferred Income		-		17,643
Accrued Expenses		218,377		818,646
Total Current Liabilities		989,936		1,360,130

Notes Payable – Related Party, Net		-		1,681,755
Operating Lease Liabilities		326,248		359,738
Notes Payable, Net of Current Portion		-		250,000
Fair Value Liability of Public Warrants		98,756		157,584
Fair Value Liability of Private Warrants		-		117,036
TOTAL LIABILITIES	$	1,414,940	$	3,926,243

COMMITMENTS AND CONTINGENCIES (Note 17)		-		-

STOCKHOLDERS’ EQUITY

Preferred Stock: $0.0001 par value; 5,000,000 shares authorized, 0 shares issued and outstanding as of the years ended December 31, 2024 and 2023		-		-
Preferred Stock: $1.00 par value; 5,000,000 shares authorized, 1,607,886 and 0 shares issued and outstanding as of the years ended December 31, 2024 and 2023		1,607,886		-
Class A Common Stock: $0.0001 par value; 100,000,000 shares authorized, 14,958,817 and 14,270,761 shares issued and outstanding as of the years ended December 31, 2024 and 2023		1,496		1,427

Additional Paid-In Capital		10,784,754		9,766,604

Retained Earnings		1,231,588		1,345,849

Total Stockholders’ Equity		13,625,724		11,113,880

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	15,040,664	$	15,040,123

~~Royalty~~The ~~Management~~accompanying ~~Holding~~footnotes ~~CorporationConsolidated~~are ~~Balance~~integral ~~Sheet~~to the consolidated financial statements.

~~Part~~F-2 ITable –of ~~Financial Information~~Contents

~~ASSETS~~ROYALTY MANAGEMENT HOLDING CORPORATIONCONSOLIDATED STATEMENTS OF OPERATIONS

CURRENT ASSETS	December 31, 2023			December 31, 2022
	December 31, 2024			December 31, 2023
Cash	$	195,486		$	510,366
Environmental Services		686,230			202,723
Accounts Receivable		70,323			71,540
Fee Income		30,859			198,297
Prepaid Insurance		0			100,049
Rental Income		90,000			87,500
Total Current Assets		265,809			681,955
TOTAL REVENUE		807,089			488,520
LONG-TERM ASSETS
Cost of Revenue		(22,699	)		(16,594	)
Interest Receivable		404,548			147,084
GROSS PROFIT		784,390			471,926
Fee Income Receivable		176,777			376
Intangibles Amortization Expense		(56,846	)		(67,386	)
Investments in Corporations and LLCs		10,112,852			10,115,948
Depreciation Expense		(1,586	)		(1,586	)
Convertible Notes Receivable		1,150,000			350,000
General and Administrative Expenses		(761,369	)		(532,781	)
Notes Receivable		350,000			250,000
Professional Fees		(276,947	)		(136,322	)
Intangible Assets, less accumulated amortization of $103,885 and $28,658		520,259			740,487
Impairment Loss		-			(39,525	)
Restricted Cash		176,800			176,800
Total Operating Expenses		(1,096,748	)		(777,600	)
Cash Held in Trust account		0			7,613,762
NET LOSS FROM OPERATIONS		(312,358	)		(305,674	)
Operating lease right-of-use assets		453,686			181,006
OTHER INCOME (EXPENSE)
Total Long-Term Assets		13,344,923			19,575,462
Interest Income		152,123			104,214
TOTAL ASSETS	$	13,610,731		$	20,257,417
Income from Investment		5,491			13,147
LIABILITIES AND SHAREHOLDERS’ EQUITY
Gain (Loss) on Warrant Fair Value Adjustment		175,864			(223,798	)
CURRENT LIABILITIES
Other Income		-			13,567
Accounts payable – related party	$	381,243		$	359,825
Interest Expense		(135,381	)		(715,101	)
Accounts payable		96,071			156,931
Total Other Income (Expense)		198,097			(807,971	)
Current portion of operating lease liabilities, net		33,923			11,876
NET LOSS		(114,261	)		(1,113,645	)
Accrued expenses		834,267			481,318
Weighted Average Shares Outstanding, Basic		14,958,817			14,270,761
Total Current Liabilities		1,345,504			1,009,949
Net Loss Per Share, Basic	$	(0.01	)	$	(0.08	)
LONG-TERM LIABILITIES
Convertible Notes Payable, Net		0			2,187,512
Notes Payable – Related Party, Net		1,681,755			1,422,138
Operating lease liabilities, net		418,662			169,252
Notes Payable		270,000			42,000
Deferred Underwriter commissions		0			3,500,000
Fair value liability of Public Warrants		157,584			110,182
Fair value liability of Private Warrants		117,036			101,432
TOTAL LONG-TERM LIABILITIES		2,645,037			7,532,516
TOTAL LIABILITIES	$	3,990,542		$	8,542,465
COMMITMENTS AND CONTINGENCIES
Class A Common Stock at $10.10 per share, 0 in 2023 and 742,308 as of 2022 shares at redemption value:	$	0		$	7,497,311
SHAREHOLDERS’ EQUITY
Common Stock: $0.0001 par value; 100,000,000 shares authorized, 14,270,761 and 729,817 shares issued and outstanding for 2023 and 2022		1,427			68,903
Class B Common Stock: $0.0001 par value; 10,000,000 shares authorized, 0 and 2,726,500 shares issued and outstanding for 2023 and 2022 (including 100,000 representative shares).(1)		0			273
Additional paid-in capital		8,226,273			688,753
Shareholders’ Equity		1,392,490			3,459,712
Total Shareholders’ Equity		9,620,190			4,217,641
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	13,610,731		$	20,257,417

~~_________~~ The accompanying footnotes are integral to the consolidated financial statements.

~~(1)~~F-3 ~~Includes~~Table ~~up to 375,000 shares~~ of ~~Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 12).~~Contents

~~The~~ROYALTY ~~accompanying~~MANAGEMENT ~~footnotes~~HOLDING ~~are~~CORPORATIONSTATEMENT ~~integral~~OF toCHANGES ~~the~~IN ~~consolidated~~STOCKHOLDERS’ ~~financial statements.~~EQUITY

F-2 Table of Contents

														Retained
	Common Stock						Preferred		Stock		Additional Paid-In			Earnings (Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital			Deficit)			Equity
Balance December 31, 2022		6,890,281		$	68,903			-		-	$	12,369,697		$	(2,766,749	)	$	9,671,851
Shares Issued for Services		770			8							4,992						5,000
Shares Forfeited for Services		(3,080	)		(31	)						31						-
Shares Issued in Connection with Warrant and Note Conversions		539,736			54							2,949,720						2,949,774
Shares Issued for Deferred Underwriter Fee		350,000			35							3,499,965						3,500,000
Reverse Recapitalization on October 23, 2023		6,493,054			(67,542	)						(9,088,571	)		5,226,243			(3,929,870	)
Warrants Issued with Convertible Notes												30,770						30,770
Net Loss															(1,113,645	)		(1,113,645	)
Balance December 31, 2023		14,270,761		$	1,427						$	9,766,604		$	1,345,849		$	11,113,880
Shares Issued for Purchase of Debt		693,334			69			1,110,053		1,110,053		1,039,931						2,150,053
Shares Issued for Services								497,833		497,833								497,833
Share Buyback		(31,177	)		(3	)						(28,684	)					(28,687	)
Stock Compensation - Warrants												6,906						6,906
Preferred Stock – Stock Dividends		25,899			3							(3	)					-

Net Loss															(114,261	)		(114,261	)
Balance December 31, 2024		14,958,817		$	1,496			1,607,886	$	1,607,886	$	10,784,754		$	1,231,588		$	13,625,724

~~Royalty~~The ~~Management~~accompanying ~~Holding~~footnotes ~~Corporation~~are ~~Consolidated~~integral ~~Statements~~to ofthe ~~Operations~~consolidated financial statements.

	December 31, 2023			December 31, 2022
INCOME
RMC Environmental Services		202,723			104,810
Fee Income		71,402			376
Rental Income		87,500			67,500
TOTAL INCOME		361,624			172,686
OPERATING EXPENSES
Administrative Expenses		52			227
Bank Fees & Service Charges		19,260			94
Sponsorship Expense		0			15,000
Professional Fees		490,590			758,355
Printing		0			869
Software & apps		720			265
Payroll		101,291			30,419
Payroll Taxes		8,283			2,942
Employee Insurance		9,492			718
Board of Directors Comp		50,000			60,000
Consultant Fee		75,000			75,000
Officers’ Salaries		150,000			75,000
Rent/Lease		102,061			59,052
Hauling Services		2,375			0
Travel		7,254			0
Fuel		6,642			3,425
Equipment Rentals		658			44
Impairment Loss		0			2,000,000
Supplies & Materials		674			0
Repairs & Maintenance		6,245			0
Liability Insurance		4,189			0
Small Equipment		0			1,197
Telephone		2,354			319
Utilities		22,914			5,570
General and Administrative		988,477			559,081
TOTAL OPERATING EXPENSES		2,048,531			3,647,578
NET LOSS FROM OPERATIONS		(1,686,907	)		(2,253,243	)
OTHER INCOME AND EXPENSES
Interest Income		256,749			149,808
Income/Loss from Investment		0			165,604
Gain (Loss) on Warrant Fair Value Adjustment		(63,014	)		5,087,628
Other Income		216,277			22,729
Amortization expense intangibles		(75,227	)		(28,658	)
Convertible Debt Interest		(715,101	)		(722,717	)
Net Income (Loss)		(2,067,223	)		1,199,503
Weighted average shares outstanding, basic and diluted		14,270,761			729,817	(1)
Basic and diluted net income per ordinary share	$	(0.14	)	$	1.64

F-4

Table of Contents

~~_________~~ROYALTY MANAGEMENT HOLDING CORPORATIONCONSOLIDATED STATEMENTS OF CASH FLOWS

(1) This number excludes an aggregate of up to 375,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 12).

	December 31, 2024			December 31, 2023
Cash flows from Operating Activities:
Net Loss	$	(114,261	)	$	(1,113,645	)
Adjustments to Reconcile Net Loss to Net Cash Provided by (Used in) Operations
Amortization of Debt Discount		-			30,770
Amortization Expense of Right-of-Use Assets		4,887			2,264
Amortization of Intangibles		56,846			75,227
Depreciation Expense		1,586			1,586
Issuance of Common Shares for Service		-			5,000
Issuance of Preferred Shares for Service		1,607,886			-
Stock Compensation - Warrants		6,906			-
Impairment Loss on Intangible Asset		-			39,525
Fair Value Adjustment of Public Warrants		(58,828	)		157,584
Fair Value Adjustment of Private Warrants		(117,036	)		117,036

Changes in Operating Assets and Liabilities:
Accounts Receivable		(110,558	)		1,219
Prepaid Insurance		(3,626	)		-
Interest Receivable		(135,343	)		(101,833	)
Fee Income Receivable		115,304			(258,297	)
Due from Related Party		(316	)		-
Accounts Payable – Related Party		-			381,243
Accounts Payable		9,255			96,071
Due to Related Party		1,500			-
Deferred Revenue		(17,643	)		-
Accrued Expenses		(600,269	)		329,373
Net Cash Provided by (Used in) Operating Activities		646,290			(236,877	)

Cash Flows from Investing Activities
Investments in Corporations and LLCs		(5,491	)		(13,147	)
Investments in Convertible Notes Receivable		(30,000	)		(800,000	)
Withdrawal from Notes Receivable		141,845			100,000
Investments in Intangible Assets		(125,000	)		(107,842	)
Net Cash Used in Investing Activities		(18,646	)		(820,989	)

Cash Flows from Financing Activities
Payments on Reverse Capitalization		-			(3,929,870	)
Proceeds from Deferred Underwriter Fee		-			3,500,000
Shares Buyback		(28,687	)		-
Proceeds from Notes Payable		1,040,000			228,000
Payments on Notes Payable		(20,000	)		-
Proceeds from Issuance of Convertible Notes		-			259,617
Payments on Convertible Notes		(1,681,755	)		-
Proceeds from Convertible Note Conversion		-			762,262
Net Cash (Used in) Provided by Financing Activities		(690,442	)		820,009

Net Change in Cash		(62,798	)		(237,857	)
Cash – Beginning of Year		372,286			610,143
Cash – End of Year	$	309,488		$	372,286

Supplemental Information
Discount on Convertible Notes		-			30,770
Notes Receivable		-			(100,000	)
Intangible Assets					100,000
Cash Paid for Interest		-			-
Cash Paid for Taxes		-			-

The accompanying footnotes are integral to the consolidated financial statements.

F-35 Table of Contents

~~Royalty~~ROYALTY ~~Management~~MANAGEMENT ~~Holding~~HOLDING ~~Corporation~~COPRORATION ~~Statement~~NOTES ofTO ~~Shareholders’~~CONSOLIDATED ~~EquityDecember~~FINANCIAL STATEMENTSDecember 31, ~~2023~~2024 and ~~2022~~2023

							Additional						Total
	Common Stock						Paid-In			Accumulated			Stockholder’s
	Shares			Amount			Capital			Deficit			Equity
Balance December 31, 2021		8,670,250		$	59,711		$	(10,113,507	)	$	2,260,209		$	(7,793,587	)
Common shares issued for purchase of membership interest		864,780			8,648			9,490,057						9,498,705
Common shares issued for conversion of debt		63,026			630			409,039						409,669
Common shares issued for purchase of the payment rights		8,915			89			89,061						89,150
Shares issued for services		9,810			98			63,652						63,750
Amortization of debt discount and issuance costs								750,451						750,451
Net income											1,199,503			1,199,503
Balance December 31, 2022		9,616,781		$	69,176		$	688,753		$	3,459,712		$	4,217,641
Shares issued for services		770			8			4,992						5,000
Shares forfeited for services		(3,080	)		(31	)		31						0
Shares issued in connection with warrant and note conversions		539,736			54			2,949,720						2,949,774
Shares issued in connection with the combination merger exchange ratio		3,672,293			367			(367	)					0
Shares issued for deferred underwriter fee		350,000			35			3,499,965						3,500,000
Shares issued in connection with combination merger to public spac shareholders		94,261			9			984,217						984,227
Change in par value of underlying shares					(68,191	)		68,191						0
Amortization of debt discount and issuance costs								30,770						30,770
Net Loss											(2,067,223	)		(2,067,223	)
Balance December 31, 2023		14,270,761			1,427			8,226,273			1,392,490			9,620,190

NOTE 1 - NATURE OF OPERATIONS

~~____________~~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.

~~(1)~~NOTE ~~Includes~~2 ~~up to 375,000 shares of Class B common stock subject to forfeiture if the over~~-~~allotment~~ ~~option~~SUMMARY isOF ~~not~~SIGNIFICANT ~~exercised~~ACCOUNTING ~~in full or in part by the underwriter (see Note 12).~~POLICIES

~~The~~Basis ~~accompanying~~of ~~footnotes~~Presentation ~~are~~and ~~integral to the consolidated financial statements.~~Consolidation

~~F-4~~The ~~Table~~Company’s financial statements subsidiaries include the accounts of ~~Contents~~the Company and the merged corporation RMC, and RMC’s wholly owned subsidiary, RMC Environmental Services LLC (“RMC ES”) All significant intercompany accounts and transactions have been eliminated in consolidation.

~~Royalty~~Use ~~Management Holding Corporation Consolidated Statements~~ of ~~Cash Flows~~Estimates

	December 31, 2023			December 31, 2022
Cash flows from Operating Activities:
Net Income (Loss)	$	(2,067,222	)	$	1,199,503
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of debt discount		30,770			750,451
Amortization expense of right of use assets		(1,223	)		122
Amortization of intangibles		75,227			28,658
Shares issued for services		5,000			63,750
Impairment loss on intangible asset		0			2,000,000
Fair Value Adjustment of Public Warrants		47,402			(2,926,119	)
Fair Value Adjustment of Private Warrants		15,604			(2,161,509	)
Changes in operating assets and liabilities:
Accounts receivable – related party		0			675,000
Accounts receivable		1,218			(71,540	)
Prepaid Insurance		100,049			2,485
Interest receivable		(257,464	)		(147,084	)
Fee income receivable		(176,402	)		(376	)
Accounts payable – related party		21,418			0
Accounts payable		(60,860	)		417,753
Accrued expenses		352,950			433,920
Net cash provided (used) in operating activities		(1,913,533	)		265,014
Investing Activities
Withdrawal (Investment) of cash in Trust Account		7,613,762			98,502,261
Investments in Corporations and LLCs		3,096			(365,604	)
Convertible Notes Receivable		(800,000	)		(350,000	)
Notes Receivable		0			(250,000	)
Intangible Assets		45,000			(679,995	)
Net cash provided in investing activities		6,861,858			96,856,662
Financing Activities
(Return of Investment Proceeds) Proceeds from sale of Units, net underwriting fees paid		(7,497,311	)		(98,614,709	)
Shares issued in connection with the combination merger		984,227			0
Notes Payable		228,000			42,000
Proceeds from issuance of convertible notes		259,617			1,435,377
Convertible Note Conversion		762,262			409,669
Net cash used in financing activities		(5,263,205	)		(96,727,663	)
Net Change in Cash		(314,881	)		394,013
Cash – Beginning of Year		687,166			293,153
Cash – Ending of Year	$	372,286		$	687,166
Supplemental Information
Discount on Convertible Notes		30,770			750,451
Notes Receivable		(100,000	)		0
Intangible Assets		100,000			0
Acquisition of right of use assets for lease obligations		0			186,636
Issuance of common shares for purchase of membership interest		0			9,498,705
Issuance of common shares for conversion of debt		0			630

The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~The~~Earnings ~~accompanying~~Per ~~footnotes are integral to the consolidated financial statements.~~Share

~~F-5~~The ~~Table~~Company’s basic earnings per share (“EPS”) amounts have been computed based on the average number of ~~Contents~~shares of common stock outstanding for the period and include the effect of any participating securities as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock warrants, if inclusion of these items is dilutive.

~~ROYALTY~~Related ~~MANAGEMENT~~Party ~~HOLDING COPRORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDecember 31, 2023 and 2022~~Policies

~~NOTE~~In 1:accordance ~~NATURE~~with OFASC ~~OPERATIONS~~850, “Related Parties” are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding. Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies.

~~American~~Cash ~~Acquisition~~Equivalents ~~Opportunity~~and ~~Inc~~Concentration ~~was a blank check company organized on January 20, 2021 under the laws~~ of ~~the~~Cash ~~State of Delaware and effectuated its combination on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation.~~ Balance

~~NOTE~~The 2:Company ~~SUMMARY~~considers OFall ~~SIGNIFICANT~~highly ~~ACCOUNTING~~liquid ~~POLICIES~~securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limit of $250,000. As of December 31, 2024 and 2023, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

~~Basis~~F-6 Table of ~~Presentation and Consolidation~~Contents

~~The~~NOTE ~~accounting~~2 ~~and~~- ~~reporting~~SUMMARY ~~policies~~OF ofSIGNIFICANT ~~the~~ACCOUNTING ~~Company~~POLICIES ~~conform to accounting principles generally accepted in the United States of America~~ (~~“GAAP”) and pursuant to the rules and regulations of the SEC~~cont. ~~The Company adopted the calendar year as its basis of reporting.~~)

~~The~~Restricted consolidated financial statements include the accounts of the Company and the merged Company Royalty Management Corporation and its wholly owned subsidiaries Coking Coal Financing LLC and RMC Environmental Services LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.Cash

~~Royalty~~At ~~Management~~December ~~Corporation (RMC) was organized under the laws of Indiana on June 21~~31, ~~2021~~2024 ~~for the purpose of investing or purchasing assets that have near~~ and ~~medium-term~~2023, ~~income potential to provide~~ RMC ~~with~~has ~~accretive~~$195,350 ~~cash~~and ~~flow~~$176,800, ~~from~~respectively ~~which it can reinvest~~ in ~~new~~restricted ~~assets~~cash orthat ~~expand~~is ~~cash~~at ~~flow~~deposit ~~from~~with ~~those~~the ~~existing~~Kentucky ~~assets.~~State ~~These~~Treasurer ~~assets~~that ~~typically~~serves ~~are~~as ~~natural~~a ~~resources~~performance ~~assets~~bond ~~(including~~required ~~real~~for ~~estate~~a ~~and~~ mining ~~permits),~~permit ~~patents,~~held ~~intellectual~~by ~~property,~~McCoy ~~and~~Elkhorn ~~emerging~~Coal ~~technologies~~LLC.

~~Coking~~The ~~Coal~~following ~~Financing~~table ~~LLC~~sets ~~was~~forth ~~acquired~~a reconciliation of cash, cash equivalents, and restricted cash reported in ~~April~~the ~~2022~~consolidated ~~for~~balance sheet that agrees to the ~~purpose~~total of ~~holding~~those ~~energy~~amounts ~~contracts~~as presented in the consolidated statement of cash flows for the years ended December 31, 2024 and 2023.

RMC Environmental Services LLC was formed in August 2022 to conduct environmental consulting and services.

	December 31,		December 31,
	2024		2023
Cash and Cash Equivalents	$	114,138	$	195,486
Restricted Cash		195,350		176,800
Total Cash, Cash Equivalents, and Restricted Cash presented in the Statement of Cash Flows	$	309,488	$	372,286

~~Emerging~~Allowance ~~growth~~for ~~company~~Credit Losses

~~The~~In ~~Company~~June is2016, anFASB ~~“emerging~~issued ~~growth~~guidance ~~company~~ASC 326, “Credit Losses” aswhich ~~defined~~significantly inchanged ~~Section~~how ~~2(a)~~entities ofwill ~~the~~measure ~~Securities~~credit ~~Act,~~losses asfor ~~modified~~most byfinancial ~~the~~assets ~~Jumpstart~~and ~~Our~~certain ~~Business~~other ~~Startups~~instruments ~~Act~~that ofaren’t ~~2012~~measured ~~(the~~at ~~“JOBS~~fair ~~Act”),~~value ~~and~~through itnet ~~may~~income. ~~take~~The ~~advantage~~most ofsignificant ~~certain~~change ~~exemptions~~in ~~from~~this ~~various~~standard ~~reporting~~is ~~requirements~~a ~~that~~shift ~~are~~from ~~applicable~~the toincurred ~~other~~loss ~~public~~model ~~companies~~to ~~that~~the ~~are~~expected ~~not~~loss ~~emerging~~model. ~~growth~~Under ~~companies~~the ~~including~~standard, ~~but~~disclosures ~~not~~are ~~limited~~required to, ~~not~~provide ~~being~~users ~~required~~of tothe ~~comply~~financial statements with ~~the~~useful ~~auditor~~information ~~attestation~~in ~~requirements~~analyzing ofan ~~Section~~entity’s ~~404~~exposure ofto ~~the~~credit ~~Sarbanes-Oxley~~risk ~~Act,~~and ~~reduced~~the ~~disclosure~~measurement ~~obligations~~of ~~regarding~~credit ~~executive~~losses. ~~compensation~~Financial inassets ~~its~~held ~~periodic~~by ~~reports~~the ~~and~~Company ~~proxy~~that ~~statements,~~are ~~and~~subject ~~exemptions~~to ~~from~~ the ~~requirements~~guidance ofin ~~holding~~ASC a326 ~~nonbinding~~were ~~advisory~~trade ~~vote~~accounts onreceivable ~~executive~~and ~~compensation~~other ~~and~~accounts ~~stockholder~~receivable, ~~approval~~including ofinterest, ~~any~~fees, ~~golden~~rental ~~parachute~~income, ~~payments~~convertible ~~not~~notes, ~~previously~~and ~~approved~~notes receivable.

~~Further,~~We ~~Section~~adopted ~~102(b)(1) of~~ the ~~JOBS~~standard ~~Act~~effective ~~exempts~~January ~~emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is~~1, ~~those~~2023. ~~that~~The ~~have~~impact ~~not had a Securities Act registration statement declared effective or do not have a class~~ of ~~securities registered under~~ the ~~Exchange~~adoption ~~Act)~~was ~~are~~not ~~required~~considered material to ~~comply with~~ the ~~new or revised~~ financial ~~accounting~~statements ~~standards. The JOBS Act provides that a company can elect to opt out of the extended transition period~~ and ~~comply~~primarily ~~with~~resulted ~~the~~in ~~requirements~~new/enhanced ~~that~~disclosures ~~apply to non-emerging growth companies but any such election to opt out is irrevocable~~only. ~~The~~Allowance ~~Company~~for ~~has~~credit ~~elected~~losses ~~not~~amounted to ~~opt~~$0 ~~out of such extended transition period which means that when a standard is issued or revised and it has different application dates~~ for ~~public~~both oryears ~~private~~ended ~~companies,~~December ~~the Company~~31, as2024 anand ~~emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard~~2023. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Use~~Property ofand ~~Estimates~~Equipment

The ~~preparation~~Company ofrecords ~~financial~~property ~~statements in conformity with GAAP requires management to make estimates~~ and ~~assumptions~~equipment ~~that~~at ~~affect~~cost. ~~the~~For ~~reported~~tools, ~~amounts~~machinery of& ~~assets~~equipment, ~~and~~depreciation ~~liabilities~~is ~~and~~calculated ~~disclosures~~using ~~of contingent assets and liabilities at~~ the ~~date~~straight-line ofmethod ~~the~~over ~~financial statements and~~ the ~~reported~~estimated ~~amounts~~useful lives of ~~revenues and expenses during~~ the ~~reporting period~~assets. ~~Actual results could differ from those estimates.~~

~~F-6~~Property ~~Table~~and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of ~~Contents~~an asset may not be recoverable. Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows expected to be generated by the related assets. If these assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets.

~~NOTE~~There 2:was ~~SUMMARY~~no OFimpairment ~~SIGNIFICANT~~loss ~~ACCOUNTING~~recognized ~~POLICIES~~during ~~(cont~~the periods ending December 31, 2024 and 2023, respectively.)

~~Net~~Costs ~~income~~related ~~per~~to ~~share~~maintenance and repairs which do not prolong the asset’s useful life are expensed as incurred.

The ~~Company~~estimated ~~complies~~useful ~~with~~lives ~~accounting~~are and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as ~~basic income per share for the periods presented.~~follows:

~~Risk~~Tools, ~~and~~Machinery ~~Uncertainties~~& Equipment 5 Years

~~The~~Beneficial ~~Company’s~~Conversion ~~business~~Features ~~and operations are sensitive to general business and economic conditions in the United States along with local, state, and federal governmental policy decisions. A host~~ of ~~factors~~Convertible beyond the Company’s control could cause fluctuations in these conditions, including but not limited to credit risk, and changes to regulations governing the Company’s industry. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.Securities

~~Related~~Conversion ~~Party~~options ~~Policies~~that are not bifurcated as a derivative pursuant to ASC 815, “Derivatives and Hedging” and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20, “Debt with Conversion and Other Options” applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. In addition, our convertible debt issuances contain conversion terms that may change upon the occurrence of a future event, such as antidilution adjustment provisions. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. The conversion feature is linked to the Company’s own equity value, therefore there is no requirement to quantify the beneficial conversion feature.

InF-7 ~~accordance~~Table ~~with FASB ASC 850 related parties are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member~~ of ~~any of the proceeding. Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies.~~ Contents

~~Cash~~NOTE ~~Equivalents~~2 ~~and~~- ~~Concentration~~SUMMARY ofOF ~~Cash~~SIGNIFICANT ~~Balance~~ACCOUNTING POLICIES (cont.)

~~The~~All ~~Company~~convertible ~~considers~~notes ~~all~~outstanding ~~highly~~were ~~liquid~~converted ~~securities~~at ~~with~~the andate ~~original maturity~~ of ~~less~~business ~~than~~combination ~~three~~on ~~months~~November to1, ~~be cash equivalents~~2023. ~~The~~Principal ~~Company’s cash~~ and ~~cash~~accrued ~~equivalents~~interest inwere ~~bank~~converted ~~deposit~~into ~~accounts,~~common shares at ~~times, may exceed federally insured limit of~~ $~~250,000~~6.50 Asper ~~of December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account~~share.

~~Restricted~~Amortization ~~Cash~~expense of the debt discount for the convertible debt of $0 and $351,460, which was included in interest expense of $135,381 and $715,101, for the years ended December 31, 2024 and 2023, respectively.

~~RMC~~Revenue ~~has $176,800 in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC.~~Recognition

The ~~following~~Company ~~table~~recognizes ~~sets~~revenue ~~forth~~in aaccordance ~~reconciliation~~with ofASC ~~cash~~606, ~~and~~“Revenue ~~restricted~~Recognition” ~~cash~~from ~~reported~~services inprovided ~~the~~when ~~consolidated~~(a) ~~balance~~persuasive ~~sheet~~evidence that ~~agrees~~an toagreement exists; (b) the ~~total~~products ofor ~~those~~services ~~amounts~~has asbeen ~~presented~~delivered inor completed; (c) the ~~consolidated~~prices ~~statement~~are offixed ~~cash~~and ~~flows~~determinable ~~for~~and ~~the~~not ~~periods~~subject ~~ended~~to ~~December~~refund ~~31,~~or ~~2023~~adjustment; and ~~2022~~(d) collection of the amounts due is reasonably assured.

	December 31,		December 31,
	2023		2022
Cash	$	94,654	$	510,366
Restricted Cash		176,800		176,800
Total cash and restricted cash presented in the statement of cash flows	$	271,454	$	687,166

Our revenue is comprised of the performance of environmental services and royalty and lease revenue governed by the underlying contracts. The Company only has one reportable revenue segment. As of December 31, 2024, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa.

~~Allowance~~Deferred ~~for~~revenue ~~Credit~~of ~~Losses~~$17,643 was recorded at both years ended December 31, 2023 and 2022. This deferred revenue consisted of an agreement with McCoy Elkhorn Coal LLC (“McCoy”). Deferred revenue of $17,643 and $0, respectively was recognized during the years ended December 31, 2024 and 2023.

In June 2016, the FASB issue d guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The ~~most~~following ~~significant~~table ~~change~~disaggregates inour ~~this~~revenue standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by ~~the~~major ~~Company~~service ~~that~~line ~~are~~for ~~subject to~~ the ~~guidance~~years ~~in FASB ASC 326 were trade accounts receivable and other accounts receivable, including interest, fee, convertible notes, and notes receivable.~~ ended:

We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only.

	December 31,		December 31,
	2024		2023
Environmental Services	$	686,230	$	202,723
Fee Income		30,859		198,297
Rental Income		90,000		87,500
Total Revenue		807,089		488,519

Interest Income from Interest Bearing Accounts		567		2,381
Notes Receivable Interest Income		151,556		101,833
Income from Investment		5,491		13,147
Other Income		-		13,567
		157,614		130,928

~~Allowance~~F-8 ~~for~~Table ~~credit losses as~~ of ~~December 31, 2023 and 2022 amounted to $0 for both periods.~~ Contents

FNOTE 2 -7 ~~Table~~SUMMARY ofOF ~~Contents~~SIGNIFICANT ACCOUNTING POLICIES (cont.)

~~NOTE~~Derivative 2:Financial ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)~~Instruments

~~Beneficial~~The ~~Conversion~~Company ~~Features~~evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of ~~Convertible~~operations. ~~Securities~~The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

~~Conversion~~Warrant options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. In addition, our convertible debt issuances contain conversion terms that may change upon the occurrence of a future event, such as antidilution adjustment provisions. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. The conversion feature is linked to the Company’s own equity value, therefore there is no requirement to quantify the beneficial conversion feature.Liability

~~All~~The ~~convertible~~Company ~~notes~~accounts ~~outstanding~~for ~~were~~the ~~converted~~Warrants in accordance with the guidance contained in ASC 815 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 ofuntil ~~business~~exercised, ~~combination~~and any change in fair value is recognized in our statement of operations. ~~Principal~~The Private Warrants and ~~accrued~~the ~~interest~~Public ~~were~~Warrants ~~converted~~for ~~into~~periods ~~common~~where ~~shares~~no atobservable $6traded price was available are valued using a Monte Carlo simulation.50 ~~per~~For ~~share~~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.

~~Loan~~Stock-based ~~Issuance Costs and Convertible Note Discounts~~Compensation

~~Loan~~Stock-based ~~Issuance~~compensation ~~Costs~~is ~~and~~measured ~~Convertible~~at ~~Note~~the ~~Discounts~~grant ~~are~~date ~~amortized~~based ~~using~~on the ~~effective~~fair ~~interest~~value ~~method.~~of ~~Amortization~~the ~~expense~~award ofand ~~$351,460,~~is ~~which~~recognized ~~was~~as ~~included~~expense inover ~~convertible~~the ~~debt~~applicable ~~interest~~vesting period of ~~$709,388~~the ~~for~~stock ~~the~~award ~~year~~(generally ~~ended~~0 ~~December~~to ~~31,~~3 ~~2023.~~years) using the straight-line method.

~~Revenue~~Stock-based ~~Recognition~~compensation to board members is accounted for under ASC 718, “Compensation-Stock Compensation”. Stock-based compensation expense related to stock awards granted to a board member is recognized based on the grant-date estimated fair values of the awards using the Black Scholes option pricing model (“Black Scholes”). The value is recognized as expense ratably over the requisite service period, which is generally the vesting term of the award. We adjust the expense for actual forfeitures as they occur. Stock-based compensation expense is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided.

~~The~~Black-Scholes ~~Company~~requires ~~recognizes~~a ~~revenue~~number inof ~~accordance~~assumptions, ~~with~~of ~~ASC~~which ~~606~~the ~~from~~most ~~services~~significant ~~provided~~are ~~when~~expected volatility, expected option term (a)the ~~persuasive~~time ~~evidence~~from ~~that~~the angrant ~~agreement~~date ~~exists;~~until (bthe options are exercised or expire) and risk-free rate. Expected volatility is determined using the ~~products~~historical orvolatility ~~services~~for ~~has~~the ~~been~~Company. ~~delivered~~The orrisk-free ~~completed;~~interest ~~(c)~~rate is based on the ~~prices~~yield ~~are~~of ~~fixed~~US ~~and~~treasury ~~determinable~~government ~~and~~bonds ~~not~~with ~~subject~~a toremaining ~~refund~~term orequal ~~adjustment;~~to ~~and~~the ~~(d)~~expected ~~collection~~life of the ~~amounts~~option. ~~due~~Expected dividend yield is ~~reasonably~~zero ~~assured~~because the Company has never paid cash dividends on common shares.

~~Our~~F-9 ~~revenue~~Table ~~is comprised~~ of the performance of environmental services and royalty and lease revenue governed by the underlying contracts. As of December 31, 2023, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa.Contents

~~Leases~~NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

InIncome February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02). ASU 2016-02, along with related amendments issued from 2017 to 2018 (collectively, the “New Leases Standard), requires a lessee to recognize a right-of-use asset and a lease liability on the balance sheet. The Company adopted ASU 2016-02 upon inception. Taxes

The Company ~~leases~~uses ~~certain~~the ~~land~~liability ~~and~~method ~~office~~of ~~space~~accounting ~~under~~for ~~noncancelable~~income ~~operating~~taxes ~~leases,~~as ~~typically~~set ~~with~~forth ~~initial~~in ~~terms~~ASC of740, 5“Income toTaxes”. 21Under ~~years.~~the ~~Right~~liability tomethod, ~~use~~deferred ~~assets~~taxes ~~recorded~~are determined based on the ~~balance~~temporary ~~sheet~~differences asbetween ofthe ~~December~~financial ~~31,~~statement ~~2023,~~and ~~associated~~tax ~~with~~basis ~~these~~of ~~leases~~assets ~~amounted~~and toliabilities ~~$453,686.~~using ~~Right~~tax rates expected to ~~use~~be ~~liabilities~~in ~~recorded~~effect onduring the ~~balance~~years ~~sheet~~in aswhich ofthe ~~December~~basis ~~31,~~differences ~~2023,~~reverse. ~~associated~~A ~~with~~valuation ~~these~~allowance ~~leases~~is ~~amounted~~recorded towhen ~~$452,585.~~it is unlikely that the deferred tax assets will not be realized.

FThe Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-810, ~~Table~~for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of ~~Contents~~tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

~~NOTE~~The 2:Company ~~SUMMARY~~has OFevaluated ~~SIGNIFICANT~~its ~~ACCOUNTING~~income ~~POLICIES~~tax ~~(cont~~positions and has determined that it does not have any uncertain tax positions.) As of the year ended December 31, 2024, the Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

~~Fair~~The ~~Value~~Company accounts for income taxes with the recognition of ~~Financial~~estimated ~~Instruments~~income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future.

The ~~fair~~Company ~~value~~expects ofto ~~the~~file ~~Company’s~~U.S. ~~assets~~federal and ~~liabilities,~~various ~~which~~state ~~qualify~~income astax ~~financial~~returns. ~~instruments~~The ~~under~~Company ~~ASC~~was ~~Topic~~formed ~~820,~~in ~~“Fair~~2021 ~~Value~~and ~~Measurements,”~~has ~~approximates~~filed ~~the~~all ~~carrying~~required ~~amounts~~tax ~~represented~~returns. inAll ~~the~~tax ~~accompanying~~periods ~~balance~~since ~~sheet,~~inception ~~primarily~~remain ~~due~~open to ~~their~~examination ~~short-term~~by ~~nature~~the taxing jurisdictions to which the Company is subject.

~~Derivative~~The ~~financial~~provision ~~instruments~~for income taxes was deemed to be de minimis for the years ending December 31, 2024 and 2023.

~~The~~Recently ~~Company~~Issued ~~evaluates~~Accounting its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.Pronouncements

~~Warrant~~The ~~Liability~~Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

~~The Company accounts for the Warrants in accordance with the guidance contained in ASC 815~~F-~~40-15-7D~~10 ~~and~~Table 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.Contents

FNOTE 2 -9 ~~Table~~SUMMARY ofOF ~~Contents~~SIGNIFICANT ACCOUNTING POLICIES (cont.)

~~NOTE~~Further, 2:Section ~~SUMMARY~~102(b)(1) OFof ~~SIGNIFICANT~~the ~~ACCOUNTING~~JOBS ~~POLICIES~~Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (~~cont.~~that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Income~~In ~~Taxes~~November of 2023, the FASB issued ASU 2023-07, “Segment Reporting 280: Improvements to Reportable Segment Disclosures”. ASU 2023-07 increases the disclosures about a public entity’s reportable segments. Under ASU 2023-07, a public entity would be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, annual disclosures about a reportable segment’s profit or loss and assets required by 280 in interim periods, any additional measures of a segment’s profit or loss used by the CODM to allocate resources, and the title and position of the CODM.

~~The~~ASU ~~Company~~2023-07 ~~uses~~is ~~the~~effective ~~liability~~for ~~method~~annual ofreporting ~~accounting~~periods ~~for~~beginning ~~income~~after ~~taxes~~December as15, ~~set~~2023, ~~forth~~and ininterim ~~ASC~~periods ~~740,~~within ~~Income~~fiscal ~~Taxes.~~years ~~Under~~beginning ~~the~~after ~~liability~~December ~~method~~15, ~~deferred~~2024. ~~taxes~~ASU ~~are~~2023-07 ~~determined~~allows ~~based~~for onearly ~~the~~adoption ~~temporary~~and ~~differences~~requires ~~between~~retrospective ~~the~~adoption. ~~financial~~The ~~statement~~Company ~~and~~has ~~tax~~adopted ~~basis~~this ofguidance ~~assets~~for ~~and~~the ~~liabilities~~year ~~using~~ending ~~tax~~December ~~rates~~31, ~~expected~~2024. toThe beapplication inof ~~effect~~this ~~during~~new ~~the~~guidance ~~years~~is innot ~~which~~expected ~~the~~to ~~basis~~have ~~differences~~a ~~reverse.~~material Aimpact ~~valuation~~on ~~allowance~~the isCompany’s ~~recorded~~consolidated ~~when~~financial itcondition, isresults ~~unlikely~~of ~~that~~operations, ~~the~~or ~~deferred~~cash ~~tax~~flows, ~~assets~~as ~~will~~the ~~not~~guidance bepertains ~~realized~~to disclosure only.

~~The~~In ~~Company~~December ~~assesses~~of ~~its~~2023, ~~income~~FASB ~~tax~~issued ~~positions~~ASU ~~and~~No. ~~record~~2023-09, ~~tax~~“Income ~~benefits~~Taxes ~~for~~(740): ~~all~~Improvements ~~years~~to ~~subject~~Income toTax ~~examination~~Disclosures” ~~based~~ASU ~~upon~~2023-09. ~~our~~Under ~~evaluation~~ASU of2023-09, a public entity will be required to disclose specific categories in the ~~facts,~~rate ~~circumstances~~reconciliation and ~~information~~provide ~~available~~additional atinformation ~~the~~for ~~reporting~~reconciling ~~date.~~items Inthat ~~accordance~~meet ~~with~~a ~~ASC~~quantitative ~~740-10~~threshold, ~~for~~such ~~those~~as ~~tax~~if ~~positions~~the ~~where~~effect ~~there~~of the reconciling item is aequal to or greater than ~~50%~~five ~~likelihood~~percent ~~that~~of athe ~~tax~~amount ~~benefit~~computed ~~will~~by bemultiplying ~~sustained,~~pretax income/loss by the ~~Company’s~~applicable ~~policy~~statutory isincome tax rate. Entities would also have to ~~record~~disclose the ~~largest~~amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of ~~tax~~income ~~benefit~~taxes ~~that~~paid disaggregated by individual jurisdictions in which income taxes paid is ~~more~~equal ~~likely~~to or greater than ~~not~~five topercent beof ~~realized~~total ~~upon~~income ~~ultimate~~taxes ~~settlement~~paid, along with aincome/loss ~~taxing~~from ~~authority~~continuing ~~that~~operations ~~has~~before ~~full~~income ~~knowledge~~tax ofexpense ~~all~~disaggregated ~~relevant~~between ~~information.~~domestic ~~For~~and ~~those~~foreign and income tax ~~positions~~expense ~~where~~from ~~there~~continuing operations disaggregated by federal, state, and foreign. ASU 2023-09 is ~~less~~effective ~~than~~for ~~50%~~annual ~~likelihood~~reporting periods beginning after December 15, 2024. ASU 2023-09 allows for early adoption for annual financial statements that ahave ~~tax~~not ~~benefit~~yet been issued and allows retrospective and prospective adoption. The Company will beadopt ~~sustained~~this guidance beginning with its fourth quarter ending December 31, no2025. ~~tax~~The ~~benefit~~application ~~will~~of bethis ~~recognized~~new inguidance is not expected to have a material impact on the Company’s consolidated financial ~~statements~~condition, results of operations, or cash flows, as the guidance pertains to disclosure only.

~~The~~Reclassification ~~Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. As~~ of ~~the~~Prior ~~year~~Year ~~ended December 31, 2023, the Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.~~Presentation

~~The~~Certain ~~Company~~prior ~~accounts~~year ~~for~~amounts ~~income~~have ~~taxes~~been ~~with~~reclassified ~~the~~for ~~recognition~~consistency ofwith ~~estimated income taxes payable or refundable on income tax returns for~~ the current ~~period~~year ~~and~~presentation. ~~for~~These ~~the~~reclassifications ~~estimated~~had ~~future~~no ~~tax~~ effect ~~attributable to temporary differences and carry forwards. Measurement of deferred income items is based~~ on ~~enacted tax laws including tax rates, with~~ the ~~measurement~~reported results of ~~deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future~~operations.

~~The~~F-11 ~~Company~~Table ~~expects~~of to file U.S. federal and various state income tax returns. The Company was formed in 2021 and has not been required to file any tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.Contents

~~The~~NOTE ~~provision~~3 ~~for~~– ~~income~~BUSINESS ~~taxes was deemed to be de minimis for the year ending December 31, 2023.~~COMBINATION

FOn October 31, 2023, we consummated the business combination, or the Business Combination, contemplated by the Agreement and Plan of Merger, with RMC Sub Inc. (“Merger Sub”), a wholly-10owned ~~Table~~subsidiary of ~~Contents~~American Acquisition Opportunity Inc. (“AMAO”), a special purpose acquisition company, which is our predecessor, and Royalty Management Co. (“Legacy Royalty”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Royalty, with Legacy Royalty surviving the merger as a wholly owned subsidiary of AMAO (the “Business Combination”). Upon the closing of the Business Combination, AMAO changed its name to Royalty Management Holdings Co. with its Class A common stock continuing to be listed on Nasdaq under the ticker symbol “RMCO,” its warrants continuing to be listed on Nasdaq under the symbol “RMCOW. Royalty Management Holding co. became the successor entity to AMAO pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

~~NOTE~~All 2:Round ~~SUMMARY~~A OFConvertible ~~SIGNIFICANT~~Debt ~~ACCOUNTING~~notes, ~~POLICIES~~accrued ~~(cont~~interest, and warrants were converted into 539,736 shares of Class A Common Stock of RMCO at the date of Business Combination.)

~~Recently~~At ~~issued~~the ~~accounting~~closing ~~pronouncements~~of Business Combination, all shares of Class B Common Stock were automatically converted into 3,076,500 shares of Class A Common Stock. RMCO filed an amended and restated certificate of incorporation that removed the Class B Common Stock from the authorized capitalization of the Company.

~~Management~~Legacy ~~does~~Royalty ~~not~~shareholders ~~believe~~of ~~that~~stock ~~any~~were ~~recently~~exchange ~~issued,~~those ~~but~~shares ~~not~~for ~~yet~~RMCO ~~effective,~~shares ~~accounting~~at ~~pronouncements,~~a ifrate ~~currently~~of ~~adopted,~~1 ~~would~~private ~~have~~company ashare ~~material~~for ~~effect~~1.5 onshares ~~the~~of ~~Company’s~~public ~~financial~~company ~~statements~~shares.

NOTE 4 3 – INVESTMENTS IN CORPORATIONS AND LLCS

Investments in corporations and limited liability companies as of December 31, ~~2023~~2024 and ~~2022~~2023 consisted of the following:

	December 31,2023		December 31,2022
	December 31,2024		December 31,2023
FUB Mineral LLC	$	~~614~~612,~~147~~220	$	~~617~~606,~~243~~729
MaxPro Investment Holdings		9,498,705		9,498,705
Ferrox Holdings Ltd.		9,623,705		9,623,705
Total Investments in corporations and llcs	$	10,112,852	$	10,115,948
Total Investments in Corporations and LLCs	$	10,235,925	$	10,230,434

FUB Mineral LLC

On October 1, 2021, the Company made an investment into FUB Mineral LLC (“FUB”) in the amount of $250,000 in exchange 38.45% of the membership interest. As such, the investment in FUB will be accounted for using the equity method of accounting. On February 1, 2022, the Company invested an additional $200,000 into FUB ~~Mineral LLC~~ through the purchase of debt held in that entity, resulting in the current Company’s ownership of 41.75% of FUB. The Company recorded passthrough activity of $05,491 and $~~165~~13,~~604~~147, for the ~~periods~~years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively.

~~MaxPro~~Ferrox ~~Investment~~ Holdings Ltd.

On December 23, 2022, the Company entered into an agreement with Maxpro Invest Holdings Inc. (“Maxpro”) to purchase from Maxpro the sum of 95,000,000 Class A Common Stock of Ferrox Holdings Ltd. (“Ferrox”) that was owned by Maxpro. RMC has a 9.9% ownership interest in Ferrox. As such, the investment in Ferrox will be accounted for using the cost method of accounting. The consideration paid to Maxpro for those shares was the sum of 627,806 shares of common stock of the Company.

~~NOTE 4~~F-12 –Table ~~CONVERTIBLE~~of ~~NOTES RECEIVABLE~~Contents

~~Convertible~~NOTE 5 ~~notes~~– ~~receivable~~CONVERTIBLE asNOTES ~~of December 31, 2023 and 2022 consisted of the following:~~RECEIVABLE

	December 31,2023		December 31,2022
Heart Water Inc.	$	750,000	$	100,000
Advanced Magnetic Lab, Inc.		400,000		250,000
Total convertible notes receivable	$	1,150,000	$	350,000

Convertible notes receivable as of December 31, 2024 and 2023 consisted of the following:

Heart Water Inc.

	December 31, 2024		December 31, 2023

Heart Water Inc.	$	750,000	$	750,000
Ferrox Holdings Ltd.		250,000		250,000
Advanced Magnetic Lab, Inc.		430,000		400,000
Total Convertible Notes Receivable	$	1,430,000	$	1,400,000

~~On December 2, 2022, the Company advanced $100,000 to~~ Heart Water Inc. in exchange for a Convertible Promissory Note issued to the Company. The Convertible Promissory Note carries an 8.0% annual interest rate. Concurrently, the Company and Heart Water entered into an agreement whereby the Company has the ability to invest in certain development projects of Heart Water in exchange for a per-gallon of water payment from the water that is captured and sold from the project. An additional $650,000 was advanced in exchange for Convertible Promissory Notes during 2023.

~~F-11~~On ~~Table~~December 2, 2022, the Company advanced $100,000 to Heart Water Inc. (“HW”) in exchange for an Unsecured Convertible Promissory Note issued to the Company. The Unsecured Convertible Promissory Note carries an 8.0% annual interest rate and is unsecured and has no guarantees. The HW Convertible Promissory Note converts into HW common stock at a price equal to 80% of ~~Contents~~the price per share paid by the investors in the next round of HW financing. The maturity date of the HW Convertible Promissory Notes is October 6, 2028. Concurrently, the Company and HW entered into an agreement whereby the Company has the ability to invest in certain development projects of HW in exchange for a per-gallon of water payment from the water that is captured and sold from the project. An additional $650,000 was advanced in exchange for Convertible Promissory Notes during 2023.

~~NOTE 4~~Ferrox –Holdings ~~CONVERTIBLE NOTES RECEIVABLE (cont~~Ltd.)

~~Advanced~~In ~~Magnetic~~March ~~Lab~~2022 and September 2022, ~~Inc~~the Company made a series of investments totaling $250,000 into convertible debt of Ferrox. The convertible debt holds a 7.0% annual interest rate, compounded annually, and is convertible into common stock of Ferrox at $0.15 per share. The convertible debt is unsecured and has no guarantees. As part of its investment in the convertible debt of Ferrox, the Company also received an additional 833,335 common shares of Ferrox at the time of investment.

~~On December 21, 2022,~~ Advanced Magnetic Lab, Inc. (or AML) issued a Convertible Promissory Note to the Company in the amount of $250,000. Additional Convertible Promissory Notes were subsequently issued by AML to the Company in the amount of $50,000 each on February 21, 2023, March 20, 2023, and May 5, 2023. The Convertible Promissory Notes carry a 10.0% annual interest rate, compounded monthly, and has the ability to convert into a maximum of 166,667 common stock of AML or repaid at maturity, which is twenty-four months after issuance. Concurrently, the Company and AML entered into a royalty agreement whereby the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed under a Technology Development and Services Agreement.

~~NOTE~~On December 21, 2022, Advanced Magnetic Lab, Inc. (“AML”) issued a Convertible Promissory Note to the Company in the amount of $250,000. Additional Convertible Promissory Notes were subsequently issued by AML to the Company in the amount of $50,000 each on February 21, 2023, March 20, 2023, and May 5, 2023. Additional Convertible Promissory Notes were issued in the amount of $15,000 each on March 20, 2024 and June 11, 2024. The Convertible Promissory Notes carry a 10.0% annual interest rate, compounded monthly, and has the ability to convert into common stock of AML at a rate of $1.50 per share, or repaid at maturity, which is twenty-four months after issuance. The Convertible Promissory Notes are unsecured and have no guarantees. Concurrently, the Company and AML entered into a royalty agreement on December 21, 2022, whereby the Company will receive between 0.5% –and ~~NOTES~~1.5% ~~RECEIVABLE~~of the sales revenue received from sales of product(s) developed by AML from the use of the proceeds from the Convertible Promissory Notes.

~~Notes~~F-13 ~~receivable~~Table as of ~~December 31, 2023 and 2022 consisted of the following:~~Contents

	December 31,2023		December 31,2022
Ferrox Holdings Ltd	$	250,000	$	250,000
Texas Tech University Note		100,000		0
Total notes receivable	$	350,000	$	250,000

NOTE 6 – NOTES RECEIVABLE

~~Ferrox~~Notes ~~Holdings~~receivable ~~Ltd.~~as of December 31, 2024 and 2023 consisted of the following:

In March 2022 and September 2022, the Company made a series of investments totaling $250,000 into convertible debt of Ferrox Holdings, Ltd (Ferrox). The convertible debt holds a 7.0% annual interest rate, compounded annually, and is convertible into common stock of Ferrox at $0.15 per share. As part of its investment in the convertible debt of Ferrox, the Company also received an additional 833,335 common shares of Ferrox at the time of investment.

	December 31, 2024		December 31, 2023
McCoy Elkhorn Coal LLC	$	-	$	135,267
American Resources Corporation		43,422		100,000
T.R. Mining & Equipment Ltd.		50,000		-
Total Notes Receivable	$	93,422	$	235,267

~~Texas~~McCoy ~~Tech~~Elkhorn ~~University~~Coal LLC

On ~~July~~May 3120, 2022, the Company ~~purchased~~entered ~~certain~~into ~~payments~~an ~~that~~agreement ~~are owed~~ to ~~Texas~~fund ~~Tech~~the ~~University~~development ~~from~~of a ~~third~~series ~~party~~of ~~for~~coal ~~the~~mines ~~agreement~~located ~~to participate~~ in ~~sponsored~~Pike ~~research~~County, ~~services~~Kentucky ~~performed~~in byexchange ~~Texas~~for ~~Tech~~a ~~University~~promissory ~~and~~note ~~agreed~~ to ~~assume~~repay ~~responsibility~~the ~~for~~Company ~~those~~its ~~payments. The~~capital ~~payments~~invested, ~~that~~plus ~~were due to Texas Tech University amounted to $184~~interest,~~662.72~~ and ~~the~~then ~~Company~~an ~~has~~ongoing ~~since~~overriding ~~paid~~royalty ~~$100,000~~from ofcoal ~~that~~sold ~~amount~~from ~~so far on behalf of~~ the ~~third party~~mines. A$117,623 ~~note~~plus ~~payable~~interest ~~between~~of ~~the~~$17,643 ~~Company~~has ~~and~~been ~~the~~funded ~~third party was created to reflect the assumption~~ by the Company ofunder ~~these~~this ~~payments~~contract ~~and~~thus ~~the note pays interest~~far. The operator of the ~~technology~~property is a related entity and is described more in Note 13.

~~NOTE 6~~American –Resources ~~INTANGIBLE ASSETS~~Corporation

~~Intangible~~On ~~assets~~July as31, 2022, the Company purchased certain payments that are owed to Texas Tech University (“TTU”) from American Resources Corporation for the agreement to participate in sponsored research services performed by TTU and agreed to assume responsibility for those payments. The payments that were due to TTU amounted to $100,000 and the Company has since paid $56,578 of ~~December~~that amount so far on behalf of American Resources Corporation. A note payable between the Company and ARC was created to reflect the assumption by the Company of these payments and the note pays interest of 7.0% interest rate, compounded quarterly. The note originally matured on July 31, ~~2023~~2024, ~~and~~but ~~2022~~was ~~consisted~~extended on July 30, 2024 to mature on July 31, 2026. There are no collateral or guarantees. The operator of the ~~following:~~technology is a related entity and is described more in Note 13.

	December 31,2023			December 31,2022
Mining Permit Package	$	68,739		$	68,739
MC Mining		149,150			149,150
Carnegie ORR		117,623			117,623
Energy Technologies Inc		52,700			52,700
Coking Coal Financing LLC		8,978			53,978
RMC Environmental Services LLC		225,000			225,000
Texas Tech University		0			100,000
Pollinate		1,954			1,954
Less: Accumulated Amortization		(103,885	)		(28,658	)
Total Intangible Assets	$	520,259		$	740,487

T. R. Mining & Equipment Ltd.

~~F-12~~On ~~Table~~February 2, 2024, February 29, 2024, April 4, 2024, May 7, 2024, and June 14, 2024, the Company invested the amount of ~~Contents~~$10,000 each into T.R. Mining & Equipment Ltd. in the form of Promissory Notes and a royalty payable to the Company on all products and materials sold from the permit over the life of the permitted resource. The Promissory Notes hold a 10.0% annual interest rate, compounded monthly, and matures on December 31, 2025. The Royalty Agreement provides the Company with a perpetual royalty of 10.0% of all sales of ores that are mined and sold from the permitted resource. The operator is a related entity and is described more in Note 13.

~~NOTE 6~~F-14 –Table ~~INTANGIBLE~~of ~~ASSETS (cont.)~~Contents

~~Amortization~~NOTE 7 ~~expense~~– -INTANGIBLE ~~Intangible Assets totaled $103,885 and $28,658 as of December 31, 2023 and 2022, respectively.~~ASSETS

AsIntangible assets as of December 31, ~~2023,~~2024 ~~future~~and ~~amortization~~2023 ~~expense~~consisted ~~are~~of asthe ~~follows~~following:

2024		75,227
	December 31,2024			December 31,2023
2025		75,227
Mining Permit Package	$	68,739		$	68,739
2026		75,227
MC Mining		149,150			149,150
2027		57,592
Coking Coal Leasing LLC		1,540,331			1,540,331
2028 and thereafter		226,054
RMC Environmental Services LLC		225,000			225,000
		509,328
Heliponix LLC		100,000			-
Reelement Technologies Corporation		25,000			-
Less: Accumulated Amortization		(135,321	)		(78,475	)
Total Intangible Assets	$	1,972,899		$	1,904,745

~~Land~~Amortization ~~Betterment~~expense ~~Exchange~~- ~~(LBX)~~Intangible Assets totaled $56,846 and $67,386 for the years ended December 31, 2024 and 2023, respectively.

The Company is the holder of 250,000 LBX Tokens. The Company purchased the LBX Tokens for the consideration of $2,000,000 of Round A Convertible Debt and 76,924 Warrant “A-2” issued to an affiliated party. The token issuance process is undertaken by a related party, Land Betterment ~~Corporation,~~Exchange ~~and is predicated on proactive environmental stewardship and regulatory bond releases. As of June 30, 2022, there is no market for the~~ (LBX Token and therefore the purchase price of $8 per token has been assigned for fair value. The consideration issued for the 250,000 tokens was in the form of a $2,000,000 convertible note. Due to the lack of market or independent market level transactions, the value assigned to the LBX Token of $0 as of December 31, 2023. The intangible will be treated as an indefinite lived asset. )

~~Mining~~The ~~Permit~~Company ~~Package~~is the holder of 250,000 LBX Tokens. The Company purchased the LBX Tokens for the consideration of $2,000,000 of Round A Convertible Debt and 76,924 Warrant “A-2” issued to an affiliated party. The token issuance process is undertaken by a related party, Land Betterment Corporation, and is predicated on proactive environmental stewardship and regulatory bond releases. As of June 30, 2022, there is no market for the LBX Token and therefore the purchase price of $8 per token has been assigned for fair value. The consideration issued for the 250,000 tokens was in the form of a $2,000,000 convertible note. Due to the lack of market or independent market level transactions, the value assigned to the LBX Token of $0 as of December 31, 2024. The intangible will be treated as an indefinite lived asset. Pursuant to ASC 350-30-35-20, “Intangibles – Goodwill and Other” subsequent re-evaluation of the assigned value is not permitted. However, this does not prohibit the Company from recognizing effects of future transactions of the LBX token should they occur.

OnMining ~~January~~Permit 3, 2022, the Company entered into an agreement with a Kentucky licensed engineer to create three coal mining permits for the total payment of $75,000, payable in equal weekly installments over the course of 36 weeks. The permits will be held in the name of American Resources Corporation, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit. The intangible will be amortized over its initial 10 year contract period.Package

MCOn ~~Mining~~January 3, 2022, the Company entered into an agreement with a Kentucky licensed engineer to create three coal mining permits for the total payment of $75,000, payable in equal weekly installments over the course of 36 weeks. The permits will be held in the name of American Resources Corporation, a related party, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit. The intangible will be amortized over its initial 10 year contract period.

OnMC April 1, 2022, the Company purchased the rights to receive rental income from property located in Pike County, Kentucky. The rental income is $2,500 per month and the consideration paid by the Company to the seller was a total of $149,150.44, which represents $60,000 in cash to be paid to the seller in the form of 80% of the monthly rental income until the cash consideration is paid in full, plus the issuance of $89,150.44 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded. The intangible will be amortized over its initial 30 year contract period.Mining

~~Carnegie~~On ~~ORR~~April 1, 2022, the Company purchased the rights to receive rental income from property located in Pike County, Kentucky. The rental income is $2,500 per month and the consideration paid by the Company to the seller was a total of $149,150, which represents $60,000 in cash to be paid to the seller in the form of 80% of the monthly rental income until the cash consideration is paid in full, plus the issuance of $89,150 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded. The intangible will be amortized over its initial 30 year contract period.

OnCoking ~~May~~Coal ~~20,~~Leasing 2022, the Company entered into an agreement to fund the development of a series of coal mines located in Pike County, Kentucky in exchange for a promissory note to repay the Company its capital invested, plus interest, and then an ongoing overriding royalty from coal sold from the mines. $117,623.17 has been funded by the Company under this contract thus far. The operator of the property is a related entity and is described more in Note 13. The intangible will be amortized over its initial 15 year anticipated mine life. LLC

~~Energy~~On ~~Technologies~~April 15, 2022, the Company entered into a purchase agreement with ENCECo, Inc., (“ENCECo”) the sole owner and member of Coking Coal Leasing LLC (“CCL”), whereby the Company issued 236,974 shares of its Class A Common Stock to ENCECo, Inc. for the purchase of the assets and interests in CCL. As part of this transaction, the Company, through CCL, purchased a contract to manage the electrical power account for a coal mining complex located in Perry County, Kentucky. The fee for managing this contract payable to the Company is $5,000 per month. The intangible will be treated as an indefinite lived asset as the ongoing monthly fees will continue as long as the permits remain.

OnF-15 ~~September~~Table ~~30, 2022, the Company entered into an agreement to purchase, for the consideration~~ of $52,700, a partial interest in a density gauge analyzer that is manufactured by Energy Technologies, Inc. and will be repaid to the Company on a per ton of coal basis from coal sold by using the density gauge analyzer. The operator of the technology is a related entity and is described more in Note 13. The intangible will be amortized over the 5 year useful life period of the underlying equipment. Contents

~~F-13~~NOTE 7 ~~Table~~– ofINTANGIBLE ~~Contents~~ASSETS (cont.)

~~NOTE 6~~RMC –Environmental ~~INTANGIBLE~~Services ~~ASSETS (cont.)~~LLC

~~Coking~~On ~~Coal~~August ~~Financing~~17, ~~LLC~~2022, the Company formed RMC ES as a wholly owned subsidiary of the Company for the purpose of purchasing certain rights to operate a clean fill landfill located in Hamilton County, Indiana that pays RMC ES for each load of clean fill material that is disposed on, or removed from, the landfill. The consideration paid by the Company was $225,000 for the rights to operate this business. The intangible will be amortized over its initial 5 year contract period.

OnHeliponix ~~April 15, 2022, the Company entered into a membership interests purchase agreement with ENCECo, Inc., the sole owner and member of Coking Coal Leasing~~ LLC (“CCL”), whereby the Company issued 236,974 shares to ENCECo, Inc. for the purchase of purchase of CCL. As part of this transaction, the Company, through CCL, purchased a contract to manage the electrical power account for a coal mining complex located in Perry County, Kentucky. The fee for managing this contract payable to the Company is $5,000 per month. The intangible will be treated as an indefinite lived asset.

~~RMC~~On ~~Environmental~~September ~~Services~~9, 2024, the Company entered into a royalty and unit purchase agreement and assignment agreement with eko Solutions LLC (“eko”) that provided the Company with certain royalty rights originating from a Commercialization Agreement that was previously signed between Heliponix LLC (“ANU”) and eko on June 18, 2024, which granted to eko revenue sharing and royalty rights to seed pod sales produced by ANU. The Company also received assignment of Class B units in ANU resulting from a previously-executed Equity Award Agreement dated June 10, 2024, whereby ANU issued to eko 6,100 Class B Units.

OnThe ~~August~~Company ~~17,~~paid ~~2022~~$100,000 ~~the~~to ~~Company~~ANU, ~~formed~~which ~~RMC~~thereby ~~Environmental~~relieved ~~Services~~eko ~~LLC~~from ashaving ato ~~wholly~~pay ~~owned~~this ~~subsidiary~~amount ofto ~~the~~ANU. ~~Company~~As ~~for~~a ~~the~~result ~~purpose~~ of ~~purchasing~~this ~~certain~~consideration ~~rights~~paid, toeko ~~operate~~assigned aand ~~clean~~set ~~fill~~over ~~landfill~~to ~~located~~RMC in20.0% ~~Hamilton~~of ~~County,~~the ~~Indiana~~Pod ~~that~~Royalty ~~pays~~sales ~~RMC~~(resulting ~~Environmental~~from ~~Services~~the ~~for~~Commercialization ~~each~~Agreement), ~~load~~and 20.0% of ~~clean~~the ~~fill~~Class ~~material~~B ~~that~~Units is(from ~~disposed~~the onEquity Award Agreement, orwhich ~~removed~~equates ~~from~~to 1,220 ~~the landfill~~units). The ~~consideration~~intangible ~~paid~~will bybe ~~the~~treated ~~Company~~as ~~was~~an ~~$225,000~~indefinite ~~for~~lived asset as the ongoing revenue sharing and royalty rights towill ~~operate~~remain ~~this~~in ~~business~~place as long as these contracts remain in place. The ~~intangible~~value ~~will~~of beANU’s ~~amortized~~Class ~~over~~B ~~its~~units ~~initial~~received 5by ~~year~~the ~~contract~~Company ~~period.~~is considered nominal.

~~Pollinate~~Reelement Technologies Corporation

On ~~July~~September 1512, ~~2022~~2024, the Company ~~entered~~ into a ~~Honey~~Technology ~~Royalty~~Development Services Agreement with ReElement Technologies Corporation (“ReElement”) whereby the Company will ~~purchase~~pay ~~apiaries~~ for ~~the~~certain ~~use~~research ofand ~~Land~~development ~~Betterment~~by ~~Corporation~~ReElement ~~and~~to ~~the~~produce ~~Company~~technologies ~~will~~related beto ~~paid~~the ~~$1.00~~purification ~~per~~and ~~pound~~separation of ~~salable~~platinum ~~honey~~group ~~sold~~metals, orgold, ~~used~~and bysilver ~~Land~~from ~~Betterment~~ore ~~from~~bodies and recycled products (the ~~purchased~~“PGM ~~apiaries~~Technology”). The ~~operator~~maximum oftotal ~~Pollinate~~fees isto abe ~~related~~paid ~~entity~~by RMC in connection with each of the deliverables and the services is ~~described~~an ~~more~~agreed-to-amount inof ~~Note~~up 13to $200,000. ~~The~~As ~~intangible~~of ~~will~~December be31, ~~treated~~2024, as$25,000 anhas ~~indefinite~~been ~~lived~~invoiced ~~asset~~and paid.

~~NOTE 7~~Concurrently, –on ~~RIGHT~~September OF12, ~~USE~~2024, ~~ASSETS~~the Company also entered into a Royalty Agreement with ReElement whereby RMC shall receive a royalty from the gross sales resulting from the use or license of the PGM Technology that is developed from the Technology Development Services Agreement. This royalty is equal to 5% of the gross sales from the PGM Technology, occurring until RMC receives royalty payments amounting to the service fee, and then a 1.5% royalty occurring through the remainder of the royalty term. The intangible will be treated as an indefinite lived asset as the ongoing royalty rights will remain in place indefinitely.

~~The~~As ~~right-~~of~~-use~~ ~~asset~~December ~~is the Company’s right to use an asset over the life of a lease. The asset is calculated as the initial amount of the lease liability~~31, ~~plus any lease payments made to the lessor before the lease commencement date~~2024, ~~plus~~future ~~any~~amortization ~~initial~~expense ~~direct~~are ~~costs~~as ~~incurred,~~follows: ~~minus any lease incentives received.~~

The Company’s discounted lease payment rate is 10%, which is the Company’s borrowing rate.

2025			56,846
2026			56,846
2027			41,846
2028			11,846
2029			11,846
Thereafter			128,340
			307,570

WeF-16 ~~lease~~Table ~~an office from an affiliated entity, LRR, located at 1845 South KY Highway 15 South, Hazard, KY 41701. We pay $250.00 a month, plus common charges, in rent with an initial lease term~~ of ~~10 years.~~Contents

WeNOTE 8 ~~sublease~~– anPROPERTY ~~office~~AND ~~from an affiliated entity, American Resources Corporation, located at 12115 Visionary Way, Ste 174, Fishers, IN 46038. We pay $2,143.25 a month in rent with an initial lease term of 10 years.~~EQUIPMENT

WeAt ~~lease~~December ~~land from an affiliated entity~~31, ~~LRR,~~2024 ~~located~~and ~~in Pike County~~2023, ~~Kentucky.~~property Weand ~~pay~~equipment ~~$2,000~~were acomprised ~~month in rent with an initial lease term~~ of 21the ~~years.~~following:

	December 31, 2024			December 31, 2023

Tools, Machinery & Equipment	$	7,928		$	7,928
Less: Accumulated Depreciation		(4,096	)		(2,511	)
Total Property and Equipment, Net	$	3,832		$	5,417

AtDepreciation ~~December~~expense ~~31,~~amounted ~~2023~~to ~~and 2022~~$1,586 ~~right~~for ofboth ~~use~~the ~~assets~~years ~~and~~ended ~~liabilities~~December ~~were~~31, ~~comprised~~2024, ofand ~~the~~2023, ~~following:~~respectively.

	December 31,2023		December 31,2022
Assets:
ROU asset	$	453,686	$	181,006
Liabilities
Current:
Operating lease assets	$	33,923		11,876
Non-current
Operating lease assets		418,662	$	169,252

NOTE 9 – LEASES

FThe operating right-14of-use ~~Table~~asset (“ROU”) is the Company’s right to use an asset over the life of ~~Contents~~a lease. The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received. The Company leases certain land and office space under noncancelable operating leases, typically with initial terms of 5 to 21 years.

~~NOTE 7~~The –Company ~~RIGHT~~leases OFan ~~USE~~office ~~ASSETS~~from an affiliated entity, Land Resources & Royalties (~~cont.~~“LRR”), located in Hazard, Kentucky. We pay $250 a month, plus common charges, in rent with an initial lease term of 10 years.

AsThe ofCompany ~~December~~subleases 31an office from an affiliated entity, ~~2023~~American Resources Corporation (“ARC”), ~~remaining~~located ~~maturities~~in ofFishers, ~~lease~~Indiana. ~~liabilities~~Historically ~~were~~we ashave ~~follows:~~paid $2,143 a month in rent, but starting January 2024 that rent was lowered to $1,500 per month, with an initial lease term of 10 years.

2024			32,923
2025			37,475
2026			41,398
2027			43,734
2028 and thereafter			296,055
			452,585

The Company leases land from an affiliated entity, LRR, located in Pike County, Kentucky. We pay $2,000 a month in rent with an initial lease term of 21 years.

~~NOTE 8~~The –Company ~~ROUND~~leases Aland ~~CONVERTIBLE~~from ~~DEBT~~an affiliated entity, LRR, located in Hamilton County, Indiana. We pay a minimum of $2,000 a month in rent or 20% of the immediately prior month’s total monthly gross revenues from the lessee’s operations. The initial lease term is 5 years.

AsF-17 Table of ~~December 31, 2023 and 2022, the amount outstanding under the Round A Convertible Debt amounted to:~~Contents

	December 31,2023		December 31, 2022
Gross principal value of convertible notes – related party	$	0	$	370,000
Gross principal value of convertible notes – non-related party		0		1,959,150
Unamortized loan discounts		0		(141,638	)
Total convertible notes payable, Net	$	0	$	2,187,512

NOTE 9 – LEASES (cont.)

~~The~~ As ~~principal and any accrued interest in the Round A Convertible Debt has a per share conversion price~~ of ~~$6.50 and bear a 10.0% annual interest rate, compounded calendar quarterly. Accrued interest of $0 was recorded at~~ December 31, ~~2023.~~2024 ~~All~~and ~~convertible~~2023 ~~debt~~right ~~was~~of ~~converted~~use ~~into~~assets ~~common~~and ~~stock~~liabilities atwere ~~the~~comprised ~~date~~ of ~~business~~the ~~combination.~~ following:

NOTE 9 –NOTE PAYABLE - RELATED PARTY

	December 31, 2024			December 31, 2023
Assets:
ROU Assets	$	421,550		$	421,550
Accumulated Amortization		(65,826	)		(34,412	)
ROU Assets, Net		355,724			387,137

Liabilities
Current:
Operating Lease Liabilities	$	33,490			26,527
Non-Current
Operating Lease Liabilities		326,248		$	359,738

As of December 31, 2023 and 2022, the amount outstanding of non-convertible Note Payable to related parties amounted to:

		For the Years Ended December 31,
	Expense Classification	2024		2023
Operating Lease Expenses:
Amortization of ROU Assets	General and Administrative	$	31,414	$	30,128
Accretion of Operating Lease Liabilities	General and Administrative		38,115		39,401
Total Operating Lease Expenses		$	69,529	$	69,529

	December 31,2023			December 31,2022
Other information related to leases is as follows:	As of			As of
Gross principal value of note payable – related party	$	1,681,755		$	1,681,755
	December 31,			December 31,
Unamortized loan discounts		(0	)		(259,617	)
	2024			2023
Total notes payable – related party, Net	$	1,681,755		$	1,422,138
Weighted-Average Remaining Lease Term: Operating Leases (in Years)		3.02			3.13
Weighted-Average Discount Rate: Operating Leases		10.00	%		10.00	%

~~The~~As ~~Note Payable bears a 10.0% annual interest rate, compounded calendar quarterly. Accrued interest~~ of ~~$310,507 was recorded at~~ December 31, ~~2023.~~2024, ~~The~~remaining ~~related~~maturities ~~party note is due two years from the date~~ of ~~issuance~~lease ~~and~~liabilities iswere ~~due~~as infollows: ~~October 2023.~~

F-15 Table of Contents

2025	69,492
2026	69,492
2027	69,492
2028	45,492
2029	45,492
Thereafter	365,730
Total Lease Payments	665,190
Less Imputed Interest	(305,452	)
Present Value of Lease Liabilities	359,738

~~NOTE~~F-18 10Table ~~–NOTES~~of ~~PAYABLE~~Contents

AsNOTE 10 of–NOTE ~~December~~PAYABLE ~~31, 2023 and 2022, the amount outstanding of non~~-~~convertible~~ ~~note~~RELATED ~~payable amounted to:~~PARTY

	December 31,2023		December 31,2022
MC Mining Note Payable	$	20,000	$	42,000
Gross principal value of non-convertible notes payable		250,000
Total notes payable – related party, Net	$	270,000	$	42,000

As of December 31, 2024 and 2023, the amount outstanding of non-convertible Note Payable to related parties amounted to:

MC Mining

	December 31, 2024		December 31, 2023

Gross Principal Value of Note Payable – Related Party	$	-	$	1,681,755
Unamortized Loan Discounts		-		-
Total Note Payable – Related Party, Net	$	-	$	1,681,755

OnAs ~~April~~of 1,first ~~2022~~quarter 2024, ~~the~~this ~~Company~~note ~~purchased~~will ~~the~~no ~~rights~~longer tobe ~~receive~~required ~~rental~~to ~~income~~be ~~from~~classified aas related party ~~from property located in Pike County, Kentucky~~. ~~The~~ ~~rental~~At ~~income is $2,500 per month and~~ the ~~consideration~~effective ~~paid~~date ~~by the Company to the seller was a total~~ of ~~$149,150.44,~~our ~~which~~business ~~represents~~combination ~~$60,000~~on inOctober ~~cash to be paid to the seller in the form of 80% of the monthly rental income until the cash consideration is paid in full~~31, ~~plus the issuance of $89~~2023,~~150.44~~ ~~worth of shares of~~ the ~~Company~~Manager ~~that will be valued at the same per common share value at the consummation~~ of aWestside ~~transaction~~Advisors ~~that~~LLC ~~results~~was ~~in the Company becoming publicly traded. Of the $60,000 in cash to be paid to the seller, $20,000 and $42,000 is outstanding at December 31, 2023 and 2022, respectively. There is~~ no ~~interest~~longer ~~due~~an onofficer ~~the unpaid portion~~ of the ~~monthly rental income~~Company.

NOTE 11: ~~SHAREHOLDERS’~~–NOTES ~~EQUITY~~ PAYABLE

~~Preferred~~As ~~Stock - The Company is authorized to issue 10,000,000 shares~~ of ~~preferred~~December ~~stock with a par value of $0.0001 per share with such designations~~31, ~~voting~~2024 and ~~other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31~~2023, ~~2023~~notes ~~there~~payable ~~were~~amounted ~~no shares of preferred stock issued or outstanding.~~to:

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2023, there were 14,270,761 shares of Class A common stock issued and outstanding. At December 31, 2022, there were 729,817 shares of Class A common stock issued and outstanding.

	December 31, 2024		December 31, 2023

Notes Payable – Round B	$	250,000	$	250,000
MC Mining		-		20,000
Total Notes Payable	$	250,000	$	270,000

~~Class~~As ~~B Common Stock — The Company was previously authorized to issue 10,000,000 shares~~ of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock were entitled to one vote for each share. At the closing of the Business Combination, we filed an amended and restated certificate of incorporation that eliminated the authorization of the Class B Common Stock. At December 31, ~~2022~~2024, ~~there~~remaining ~~were~~maturities ~~2,975,000 shares~~ of ~~Class~~notes Bpayable ~~common stock issued and outstanding, of which 2,875,000~~ were ~~held~~as byfollows: the Sponsor (and of which 375,000 of such shares held by the Sponsor being subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full) so that the Initial Stockholders (exclusive of the holders of Representative Shares) will own 20% of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). As of December 31, 2023, there were no shares of Class B common stock authorized, issued, or outstanding.

F-16 Table of Contents

2025			250,000
2026			-
2027			-
2028			-
2029 and Thereafter			-
			250,000

~~NOTE~~Notes ~~11:~~Payable ~~SHAREHOLDERS’~~– ~~EQUITY~~Round ~~(cont.)~~B

~~Representative~~These ~~Shares~~notes bear a 10% annual interest rate, compounded calendar quarterly. Accrued interest of $32,470 and $5,712 was recorded at December 31, 2024 and 2023, respectively. The notes issued under Round B are due two years from the date of issuance. Due dates are in October 2025.

OnMC March 22, 2021, we issued the 100,000 shares of Class B common stock to the representative for nominal consideration (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,000 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.Mining

~~The~~On ~~Representative~~April ~~Shares~~1, ~~have~~2022, ~~been~~the ~~deemed~~Company ~~compensation~~purchased bythe ~~FINRA~~rights ~~and~~to ~~are~~receive ~~therefore~~rental ~~subject~~income tofrom a ~~lock-up~~related ~~for~~party afrom ~~period~~property oflocated ~~180~~in ~~days~~Pike ~~immediately~~County, ~~following~~Kentucky. The ~~the~~rental ~~effective~~income ~~date~~is of$2,500 ~~the~~per ~~registration~~month ~~statement~~and ~~related~~the toconsideration paid by the ~~Initial~~Company ~~Public~~to ~~Offering~~the ~~pursuant~~seller towas ~~Rule~~a ~~5110(e)(1)~~total of ~~FINRA’s~~$149,150, ~~NASD~~which ~~Conduct~~represents ~~Rules.~~$60,000 ~~Pursuant~~in cash to ~~FINRA~~be ~~Rule~~paid ~~5110(e)(1),~~to ~~these~~the ~~securities~~seller ~~will~~in ~~not be~~ the ~~subject~~form of ~~any~~80% ~~hedging,~~of ~~short~~the ~~sale,~~monthly ~~derivative,~~rental ~~put~~income oruntil ~~call~~the ~~transaction~~cash ~~that~~consideration ~~would~~is ~~result~~paid in ~~the~~full, ~~economic~~plus ~~disposition of~~ the ~~securities~~issuance byof ~~any~~$89,150 ~~person~~worth ~~for~~of ashares ~~period~~ of ~~180 days immediately following~~ the ~~effective~~Company ~~date~~that ofwill ~~the~~be ~~registration~~valued ~~statements~~at ~~related to~~ the ~~Initial~~same ~~Public~~per ~~Offering,~~common ~~nor~~share ~~may~~value ~~they~~at bethe ~~sold,~~consummation ~~transferred,~~of ~~assigned,~~a ~~pledged~~transaction orthat ~~hypothecated~~results ~~for~~in athe ~~period~~Company ofbecoming ~~180~~publicly ~~days~~traded. ~~immediately~~Of ~~following~~ the ~~effective~~$60,000 ~~date~~in ofcash ~~the~~to ~~registration~~be ~~statements~~paid ~~related~~ to the ~~Initial~~seller, ~~Public~~$0 ~~Offering~~and ~~except~~$20,000 tois ~~any~~outstanding ~~underwriter~~at December 31, 2024 and ~~selected~~2023, ~~dealer~~respectively. ~~participating~~There inis ~~the~~no ~~Initial~~interest ~~Public~~due ~~Offering~~on ~~and~~the ~~their~~unpaid ~~bona~~portion ~~fide~~of ~~officers~~the ormonthly ~~partners~~rental income.

~~Founder~~F-19 ~~Shares~~Table of Contents

On NOTE January 22, 2021 the Company issued the Sponsor an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor owns, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of12: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the CompanySTOCKHOLDERS’s ~~stockholders~~EQUITY ~~having the right to exchange their shares of common stock for cash, securities or other property.~~

OnPreferred ~~March~~Stock ~~22,~~- ~~2021,~~The ~~our~~Company ~~Sponsor~~is ~~transferred~~authorized 5to issue 10,000,000 shares of ~~Class~~“blank Bcheck” ~~common~~preferred stock with a par value of $0.0001 per share towith ~~each~~such ofdesignations, ~~three~~voting ofand ~~our~~other ~~independent~~rights ~~directors.~~and ~~The~~preferences ~~number~~as ofmay ~~shares~~be ofdetermined ~~Class~~from Btime ~~common~~to ~~stock~~time ~~that~~by ~~our~~the ~~Sponsor~~Company’s ~~holds~~Board ~~after~~of ~~the~~Directors. ~~transfer~~On isAugust 230,~~860~~ 2024,~~000. At~~ the ~~closing~~Company amended and restated its Certificate of ~~the~~Incorporation ~~Business~~to ~~Combination~~designate 5,000,000 ~~all~~ shares of ~~Class~~the BPreferred ~~common~~Stock ~~stock~~as ~~were~~a ~~automatically~~newly-designed ~~converted~~Series ~~into~~A ~~3,076,500~~Preferred ~~shares~~Stock. ofSeries ~~Class~~ A ~~common~~Preferred ~~stock,~~Stock ~~and~~will anhave ~~amended~~a ~~and~~$1.00 ~~restated~~par ~~certificate~~value, while the remainder of ~~incorporation~~preferred ~~was~~stock ~~filed~~will ~~that~~remain ~~removed~~at ~~the~~$0.0001. ~~Class~~At BDecember ~~common~~31, ~~stock~~2024 ~~from~~and ~~the~~2023, ~~authorized~~there ~~capitalization~~were 1,607,886 and 0, respectively, shares of ~~the~~preferred ~~Company~~stock issued or outstanding.

~~NOTE~~Class ~~12:~~A ~~RELATED~~Common ~~PARTY~~Stock ~~TRANSACTIONS~~— The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2024 and 2023, there were 14,958,817 and 14,270,761, respectively shares of Class A common stock issued and outstanding. On April 13, 2024, the Company’s Board of Directors unanimously voted to approve a discretionary stock repurchase program. Under the program, the Company may purchase up to $2,000,000 of its Class A common stock over the next 24 months, as market conditions warrant. The shares may be repurchased in the open market or in privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion.

~~Land~~Stock-based ~~Resources~~Compensation &- ~~Royalties~~Effective ~~LLC~~December /17, ~~Wabash~~2024, ~~Enterprises~~the ~~LLC~~Board of Directors of the Company adopted a board compensation plan. The plan provides for the allocation and issuance of stock warrants to directors of the Company for annual compensation for their services on the Company’s Board of Directors.

~~The~~Total ~~Company~~stock-based ~~may~~compensation atexpense ~~times~~for inwarrants ~~the~~to ~~future~~directors ~~lease~~was ~~property~~$6,906 ~~from Land Resources & Royalties LLC (“LRR”)~~ and ~~enter~~$0 ~~into~~for ~~various~~the ~~other~~years ~~agreements~~ended ~~with~~December ~~LRR and/or its parent company~~31, ~~Wabash~~2024 ~~Enterprises LLC, an entity managed by Thomas Sauve~~ and ~~which Kirk Taylor is also part beneficial owner. Furthermore, on October 31,~~ 2023, ~~as part of the Business Combination~~respectively, ~~Wabash~~which ~~Enterprises~~was ~~LLC~~charged ~~and~~to ~~LRR~~general ~~became an owner of Class A Common Stock of the Company~~ and ~~several~~administrative ~~leases and agreements exist between LRR and the Company, for which LRR receives income~~expense.

~~Land~~As ~~Betterment~~of ~~Corporation~~December 31, 2024 and 2023, the Company has $75,971 and $0, respectively, of unrecognized compensation cost related to unvested stock warrants granted and outstanding, net of estimated forfeitures. The cost is expected to be recognized on a weighted average basis over a period of three years.

The ~~Company~~following ~~may~~table atsummarizes ~~times in~~ the ~~future~~activity ~~enter~~of ~~into~~our ~~agreements~~stock ~~with~~warrants ~~Land~~for ~~Betterment~~the ~~Corporation,~~year anended ~~entity in which Kirk Taylor is a director, President and Chief Financial Officer and Thomas Sauve who is a director and Chief Development Officer. As of~~ December 31, ~~2023, the Company had entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel. The contract called for cost plus 12.5% margin.~~ 2024:

American Resources Corporation

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
	Warrants		Exercise Price		Life in Years		Value

Outstanding December 31, 2023		-	$	-		-		-
Granted		225,000	$	1		2.96	$	82,878
Forfeited or Expired
Exercised
Outstanding December 31, 2024		225,000	$	1		2.96	$	82,878
Exercisable (Vested) - December 31, 2024		225,000	$	1		2.96	$	82,878

~~The~~F-20 ~~Company~~Table ~~may~~of ~~at times enter into agreements with American Resources Corporation and its subsidiaries, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.~~Contents

~~Westside~~NOTE ~~Advisors~~13: ~~LLC~~RELATED PARTY TRANSACTIONS

~~The~~Land ~~Company~~Resources ~~may~~& atRoyalties ~~times in the future enter into agreements with Westside Advisors~~ LLC, an/ ~~entity~~Wabash ~~managed~~Enterprises ~~by former management of the Company that resigned on October 31, 2023 as part of the Business Combination. In October 2021, Westside Advisors~~ LLC sold 250,000 LBX Tokens it owned to the Company in exchange for the Round A Convertible Note of $2,000,000 and 76,924 warrants (Warrant “A-2”); no cash was part of this consideration. $1,681,756 was outstanding as of December 31, 2022 with no payments in cash of interest or principal paid. The note carries an interest rate of 10%. During 2022, $318,244.72 of principal was converted to common shares at a rate of $6.50 per share. On October 31, 2023, the Warrant A-2 was converted into Class A Common Stock of the Company as part of the Business Combination that is owned by Westside Advisors LLC.

TThe ~~Squared~~Company ~~Partners~~may LPat times in the future lease property from Land Resources & Royalties LLC (“LRR”) and enter into various other agreements with LRR and/or its parent company, Wabash Enterprises LLC, an entity managed by Thomas Sauve and which Kirk Taylor is also part beneficial owner. Furthermore, on October 31, 2023, as part of the Business Combination, Wabash Enterprises LLC and LRR became an owner of Class A Common Stock of the Company and several leases and agreements exist between LRR and the Company, for which LRR receives income.

~~The~~Land ~~Company~~Betterment has and may at times in the future enter into agreements with T Squared Partners LP, an entity managed by Westside Advisors LLC. On October 2, 2021, T Squared Partners LP invested $250,000 cash into the Company in the form of the Round A Convertible Note and 9,616 warrants issued under Warrant “A- 1.” On January 31, 2022, T Squared Partners LP invested an additional $50,000 cash into the Company in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-5.” 5”, all of which was outstanding as of December 31, 2022 with no payments of interest or principal paid. The note carries an interest rate of 10%. On October 31, 2023, as part of the Business Combination, the notes and warrants held by T Squared Partners LP were converted into Class A Common Stock of the Company.Corporation

~~F-17~~The ~~Table~~Company ofmay ~~Contents~~at times in the future enter into agreements with Land Betterment Corporation, an entity in which Kirk Taylor is a director, President and Chief Financial Officer and Thomas Sauve who is a director and Chief Development Officer. The Company has entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel. The contract called for cost plus 12.5% margin.

~~NOTE~~American ~~12:~~Resources ~~RELATED~~Corporation ~~PARTY TRANSACTIONS (cont.)~~

~~White~~The ~~River~~Company ~~Holdings~~may at times enter into agreements with American Resources Corporation (“ARC”) and its subsidiaries and affiliates, including McCoy Elkhorn Coal LLC and Perry County Resources LLC, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.

~~The~~First ~~Company~~Frontier ~~has~~Capital ~~and may at times in the future enter into agreements with White River Holdings~~ LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination. On January 1, 2022, the Company entered into a consulting agreement with White River Holdings LLC whereby we paid White River Holdings a monthly consulting fee of $6,250, effective January 1, 2022, for 12 months. This consulting fee is not payable in cash to the Company until we raise a minimum of five million dollars of external capital. On February 1, 2022, White River Holdings LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-6.” On November 1, 2023, as part of the Business Combination, the notes and warrants held by White River Holdings LLC were converted into Class A Common Stock of the Company.

The Company may at times enter into financing agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer of the Company. On February 1, 2022, First Frontier Capital LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-7.” On October 31, 2023, as part of the Business Combination, the notes and warrants held by First Frontier Capital LLC were converted into Class A Common Stock of the Company.

~~The Company may at times enter into agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer and Chairman of the Company~~T. ~~On February 1, 2022, First Frontier Capital LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-7~~R.~~” On~~ ~~October~~Mining ~~31,~~& ~~2023,~~Equipment ~~as part of the Business Combination, the notes and warrants held by First Frontier Capital LLC were converted into Class A Common Stock of the Company~~Ltd.

~~Related~~The ~~Party~~Company ~~Loans~~may at times enter into agreements with T. R. Mining & Equipment Ltd., an entity owned 51% by a subsidiary of American Resources Corporation.

InAdministrative ~~order~~Services to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant (“Working Capital Loans”). From inception to date, $760,000 has been advanced and repaid and as of December 31, 2022, $0 is outstanding. The advance bears no interest rate.Arrangement

~~Administrative~~The ~~Services~~Company’s ~~Arrangement~~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 both years ended December 31, 2024 and 2023, $120,000, is accrued and owed under this agreement.

~~The~~Promissory ~~Company’s~~Note ~~Sponsor~~— ~~agreed,~~Related 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. As of December 31, 2022 and October 31, 2023, the effective date of the business combination and termination of the services agreement, $120,000 and $220,000, respectively is accrued and owed under this agreement. Party

~~Promissory~~On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $800,000 to cover expenses related to Initial Public Offering pursuant to a promissory note (the "Note"). —This ~~Related~~loan ~~Party~~was non-interest bearing and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022. From inception to date, $485,900 was advanced and repaid. As of both years ended December 31, 2024 and 2023, $261,243 is outstanding.

On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $800,000 to cover expenses related to Initial Public Offering pursuant to a promissory note (the "Note"). This loan was nonF-~~interest~~21 ~~bearing~~Table ~~and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022. From inception to date, $485,900 was advanced and repaid. As~~ of ~~December 31, 2022 December 31, 2023, $239,825 and $291,243 is outstanding, respectively.~~Contents

NOTE 1314: INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary temporary differences that give rise to the deferred tax assets and liabilities are as follows: accrued expenses.

Deferred tax assets consisted of $~~432~~23,~~828~~662 and $~~144~~225,~~733~~248 at December 31, ~~2023~~2024 and ~~2022~~2023, respectively, which was fully reserved. Deferred tax assets consist of net operating loss carryforwards in the amount of $~~589~~435,~~442~~983 and $~~156~~412,~~614~~321 at December 31, ~~2023~~2024 and ~~2022~~2023, respectively, which was fully reserved. The net operating loss carryforwards for year 2022 begin to expire in 2042. The application of net operating loss carryforwards are subject to certain limitations as provided for in the tax code. The Tax Cuts and Jobs Act was signed into law on December 22, 2017, and reduced the corporate income tax rate from 34% to 21%. The Company’s deferred tax assets, liabilities, and valuation allowance reflect the impact of the tax law.

The Company’s effective income tax rate is lower than what would be expected if the U.S. federal statutory rate (21%) were applied to income before income taxes primarily due to certain expenses being deductible for tax purposes but not for financial reporting purposes. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. All years are open to examination as of December 31, ~~2023~~2024.

NOTE 1415: WARRANTS

~~Warrants—Public~~Upon ~~Warrants~~the ~~may~~Company ~~only~~initial becapitalization, ~~exercised~~private ~~for~~warrants awere ~~whole number of shares. No fractional shares will be~~ issued ~~upon~~to ~~exercise~~its offounding ~~the Public Warrants~~investors. Upon ~~The Public Warrants will become exercisable on~~ the ~~later~~Company’s ofinitial ~~(a)~~public 30offering, ~~days~~public ~~after~~warrants ~~the~~were ~~completion~~issued ofto ~~a Business Combination and (b) one year from~~ the ~~closing~~participating ~~of the Initial Public Offering~~investors. Details ~~The Public Warrants will expire five years from the completion~~ of aeach ~~Business~~are ~~Combination or earlier upon redemption or liquidation~~below.

~~The~~Public ~~Company~~Warrants ~~will~~may ~~not~~only be ~~obligated~~exercised tofor ~~deliver~~a ~~any~~whole ~~Class~~number ~~A common stock pursuant to the exercise~~ of ashares. ~~warrant~~No ~~and~~fractional shares will ~~have~~be noissued ~~obligation~~upon ~~to settle such warrant~~ exercise ~~unless~~of ~~a registration statement under~~ the ~~Securities~~Public ~~Act~~Warrants. ~~with~~The ~~respect~~Public toWarrants ~~the~~will ~~Class~~become Aexercisable ~~common~~on ~~stock underlying~~ the ~~warrants~~later isof ~~then effective and~~ (a) ~~prospectus~~30 ~~relating~~days ~~thereto~~after ~~is current, subject to~~ the ~~Company~~completion ~~satisfying~~of ~~its~~a ~~obligations~~Business ~~with~~Combination ~~respect~~and to(b) ~~registration,~~one oryear ~~a valid exemption~~ from ~~registration~~the isclosing ~~available.~~of Nothe ~~warrant~~Initial ~~will~~Public beOffering. ~~exercisable~~The ~~and~~Public ~~the~~Warrants ~~Company~~ will ~~not~~expire befive ~~obligated~~years tofrom ~~issue~~the acompletion ~~Class A common stock upon exercise~~ of a ~~warrant~~Business ~~unless~~Combination ~~the~~or ~~Class~~earlier ~~A common stock issuable~~ upon ~~such~~redemption ~~warrant exercise has been registered, qualified~~ or ~~deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants~~liquidation.

~~F-18~~The ~~Table~~Company will not be obligated to deliver any Class A common stock pursuant to the exercise of ~~Contents~~a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

~~NOTE~~The ~~14:~~Company ~~WARRANTS~~has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (~~cont~~60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~The~~F-22 ~~Company~~Table ~~has agreed that as soon as practicable, but in no event later than 20 business days, after the closing~~ of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.Contents

~~Once~~NOTE ~~the~~15: ~~warrants~~WARRANTS ~~become exercisable, the Company may redeem the outstanding warrants:~~(cont.)

●Once inthe ~~whole~~warrants ~~and~~become ~~not~~exercisable, inthe ~~part;~~Company may redeem the outstanding warrants:

● atin awhole ~~price~~and ofnot ~~$0.01~~in ~~per warrant~~part;

● ~~upon~~at ~~not~~a ~~less~~price ~~than 30 days’ prior written notice~~ of ~~redemption,~~$0.01 orper ~~the 30-day redemption period, to each~~ warrant ~~holder~~; ~~and~~

● ~~if,~~upon ~~and~~not ~~only~~less ~~if,~~than ~~the~~30 ~~reported~~days’ ~~last~~prior ~~sale~~written ~~price~~notice of ~~the~~redemption, ~~Class A common stock equals~~ or ~~exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and~~ the ~~like) for any 20 trading days within a~~ 30-~~trading~~ day ~~period ending three business days before the Company sends the notice of~~ redemption period, to ~~the~~each warrant ~~holders.~~holder; and

If● if, and ~~when~~only if, the ~~warrants~~reported ~~become~~last ~~redeemable~~sale byprice of the ~~Company~~Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the ~~Company~~like) ~~may~~for ~~exercise~~any ~~its~~20 ~~redemption~~trading ~~right~~days ~~even~~within ifa it30-trading isday ~~unable~~period toending ~~register~~three orbusiness ~~qualify~~days before the ~~underlying~~Company ~~securities~~sends ~~for~~the ~~sale~~notice ~~under~~of ~~all~~redemption ~~applicable~~to ~~state~~the ~~securities~~warrant ~~laws~~holders.

If ~~the~~and ~~Company~~when ~~calls~~ the ~~Public~~warrants ~~Warrants~~become ~~for~~redeemable ~~redemption,~~by ~~management will have~~ the ~~option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis~~Company,” ~~as described in~~ the ~~warrant~~Company ~~agreement.~~may ~~The~~ exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its ~~exercise~~redemption ~~price.~~right ~~Additionally,~~even inif noit ~~event will the Company be required to net cash settle the Public Warrants. If the Company~~ is unable to ~~complete~~register aor ~~Business~~qualify ~~Combination within~~ the ~~Combination~~underlying ~~Period~~securities ~~and~~for ~~the~~sale ~~Company~~under ~~liquidates~~all ~~the~~applicable ~~funds~~state ~~held~~securities in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrantslaws. ~~Accordingly, the Public Warrants may expire worthless.~~

InIf ~~addition,~~the ifCompany ~~(x)~~calls the ~~Company~~Public ~~issues~~Warrants ~~additional~~for ~~Class~~redemption, Amanagement ~~common~~will ~~stock~~have orthe ~~equity-linked~~option ~~securities~~to ~~for~~require ~~capital~~any ~~raising~~holder ~~purposes~~that inwishes ~~connection~~to ~~with~~exercise the ~~closing~~Public ofWarrants to do so on a ~~Business~~“cashless ~~Combination~~basis,” atas andescribed ~~issue~~in ~~price~~the orwarrant ~~effective~~agreement. ~~issue~~The exercise price ofand ~~less~~number ~~than~~of ~~$9.20~~shares ~~per~~of Class A common stock ~~(with~~issuable ~~such~~upon ~~issue~~exercise ~~price~~of orthe ~~effective~~Public ~~issue~~Warrants ~~price~~may to be ~~determined~~adjusted in ~~good~~certain ~~faith~~circumstances byincluding ~~the Company’s board of directors and,~~ in the ~~case~~event of ~~any~~a ~~such~~stock ~~issuance~~dividend, ~~to the Sponsor~~ or ~~its~~recapitalization, ~~affiliates~~reorganization, ~~without~~merger ~~taking into account any Founder Shares held by the Sponsor~~ or ~~its~~consolidation. ~~affiliates~~However, except as ~~applicable~~described below, ~~prior to such issuance) (~~the ~~“Newly~~Public ~~Issued~~Warrants ~~Price”),~~will ~~(y)~~not ~~the~~be ~~aggregate~~adjusted ~~gross~~for ~~proceeds from such~~ issuances ~~represent more than 60%~~ of ~~the~~Class ~~total~~A ~~equity~~common ~~proceeds,~~stock ~~and~~at ~~interest~~a ~~thereon,~~price ~~available~~below ~~for~~its ~~the~~exercise ~~funding~~price. ofAdditionally, ain ~~Business~~no ~~Combination~~event onwill the ~~date~~Company ofbe ~~the~~required ~~consummation~~to ~~of a Business Combination (~~net ofcash ~~redemptions),~~settle ~~and (z)~~ the ~~volume~~Public ~~weighted~~Warrants. ~~average~~If ~~trading price of its Class A ordinary shares during~~ the 20Company ~~trading~~is ~~day~~unable ~~period~~to ~~starting~~complete ona ~~the~~Business ~~trading~~Combination ~~day~~within ~~after~~ the ~~day~~Combination onPeriod ~~which~~and the Company ~~consummates~~liquidates ~~its~~the ~~Business~~funds ~~Combination~~held ~~(such~~in ~~price,~~ the ~~“Market~~Trust ~~Value”) is below $9.20 per share~~Account, ~~the~~holders ~~exercise price~~ of ~~the~~Public ~~warrants~~Warrants will benot ~~adjusted~~receive ~~(to~~any ~~the~~of ~~nearest~~such ~~cent)~~funds towith berespect ~~equal~~ to ~~115%~~their ofPublic ~~the~~Warrants, ~~higher~~nor ofwill ~~the~~they ~~Market~~receive ~~Value~~any ~~and~~distribution ~~the~~from ~~Newly Issued Price, and~~ the ~~$18.00~~Company’s ~~per~~assets ~~share~~held ~~redemption~~outside ~~trigger~~of ~~price will be adjusted (to~~ the ~~nearest~~Trust ~~cent)~~Account towith berespect ~~equal~~ to ~~180%~~such ofPublic ~~the~~Warrants. ~~higher~~Accordingly, of the ~~Market~~Public ~~Value~~Warrants ~~and~~may ~~the~~expire ~~Newly Issued Price~~worthless.

~~The~~In ~~Private~~addition, ~~Warrants~~if ~~are~~(a) ~~identical~~the toCompany ~~the~~issues ~~Public~~additional ~~Warrants~~Class ~~underlying~~A ~~the~~common ~~Units~~stock ~~sold~~or equity-linked securities for capital raising purposes in connection with the ~~Initial~~closing ~~Public~~of ~~Offering,~~a ~~except~~Business ~~that~~Combination ~~the~~at ~~Private~~an ~~Warrants~~issue ~~and~~price ~~the~~or effective issue price of less than $9.20 per Class A common stock ~~issuable~~(with ~~upon~~such issue price or effective issue price to be determined in good faith by the ~~exercise~~Company’s Board of Directors and, in the ~~Private~~case ~~Warrants~~of ~~will~~any ~~not~~such beissuance ~~transferable~~to the Sponsor or its affiliates, ~~assignable~~without taking into account any Founder Shares held by the Sponsor or ~~salable~~its ~~until~~affiliates, 30as ~~days~~applicable, ~~after~~prior to such issuance) (the ~~completion~~“Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, ~~subject~~on tothe ~~certain~~date ~~limited~~of ~~exceptions.~~the ~~Additionally~~consummation of a Business Combination (net of redemptions), and (c) the ~~Private~~volume ~~Warrants~~weighted ~~will~~average betrading ~~exercisable~~price of its Class A ordinary shares during the 20 trading day period starting on athe ~~cashless~~trading ~~basis~~day ~~and~~after bethe ~~non-redeemable,~~day ~~except~~on aswhich ~~described~~the ~~above~~Company consummates its Business Combination (such price, sothe ~~long~~“Market asValue”) ~~they~~is ~~are~~below ~~held~~$9.20 byper share, the ~~initial~~exercise ~~purchasers~~price orof ~~their~~the ~~permitted~~warrants ~~transferees.~~will Ifbe adjusted (to the ~~Private~~nearest ~~Warrants~~cent) ~~are~~to ~~held~~be byequal ~~someone~~to ~~other~~115% ~~than~~of the ~~initial~~higher ~~purchasers~~of orthe ~~their~~Market ~~permitted~~Value ~~transferees~~and the Newly Issued Price, and the ~~Private~~$18.00 ~~Warrants~~per share redemption trigger price will be ~~redeemable~~adjusted by(to the ~~Company~~nearest ~~and~~cent) ~~exercisable~~to bybe ~~such~~equal ~~holders~~to on180% of the ~~same~~higher ~~basis~~of asthe Market Value and the ~~Public~~Newly ~~Warrants~~Issued Price.

F-1923 Table of Contents

NOTE 1415: WARRANTS (cont.)

The ~~Company~~Private ~~uses~~Warrants are identical to the ~~black~~Public ~~Scholes~~Warrants ~~option~~underlying ~~pricing~~the ~~model~~Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to ~~value~~certain ~~its~~limited ~~warrants~~exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and ~~options~~be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. ~~The~~ ~~significant~~If ~~inputs~~the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as ~~follows:~~the Public Warrants.

	2023			2022
Expected Dividend Yield		0.00	%		0.0	%
Expected volatility		1.55	%		1.55	%
Risk-Free Rate		4.27	%		4.27	%
Expected life of warrants		1.72			2.72

The Company uses the black Scholes option pricing model to value its warrants and options. The significant inputs are as follows:

							Weighted
	2024			2023
				Weighted			Average		Aggregate
Expected Dividend Yield		0.00	%		0.00	%
	Number of			Average			Contractual		Intrinsic
Expected Volatility		60.00	%		1.55	%
Public Warrants	Warrants			Exercise Price			Life in Years		Value
Risk-Free Rate		5.15	%		4.27	%
Exercisable (vested) - December 31, 2021		-		$	-				$	-
Expected Life of Warrants		1.25			1.72
Granted		-		$	-				$	-
Forfeited or Expired		-
Exercised		-
Outstanding December 31, 2022		4,777,364		$	1			3.3	$	2,770,871
Exercisable (vested) - December 31, 2022		4,777,364		$	1			3.3	$	2,770,871
Granted		-		$	-				$	-
Forfeited or Expired		-		$	-				$	-
Exercised		-		$	-				$	-
Outstanding December 31, 2023		4,777,364		$	0			2.3	$	100,325
Exercisable (vested) - December 31, 2023		4,777,364		$	0			2.3	$	100,325
							Weighted
				Weighted			Average		Aggregate
	Number of			Average			Contractual		Intrinsic
Private Warrants	Warrants			Exercise Price			Life in Years		Value
Exercisable (vested) - December 31, 2021		-		$	-				$	-
Granted		-		$	-				$	-
Forfeited or Expired		-		$	-				$	-
Exercised		-		$	-				$	-
Outstanding December 31, 2022		3,901,201		$	0.58			3.3	$	2,262,696.58
Exercisable (vested) - December 31, 2022		3,901,201		$	0.58			3.3	$	2,262,696.58
Granted		-		$	-				$	-
Forfeited or Expired		-		$	-				$	-
Exercised		-		$	-				$	-
Outstanding December 31, 2023		3,901,201		$	0.03			2.3	$	101,431.23
Exercisable (vested) - December 31, 2023		3,901,201		$	0.03			2.3	$	101,431.23

NOTE 15: FAIR VALUE MEASUREMENTS

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Public Warrants	Warrants		Exercise Price		Life in Years		Value

Outstanding December 31, 2023		5,252,990	$	-		4.83	$	157,584
Exercisable (Vested) - December 31, 2023		5,252,990	$	-		4.83	$	157,584

Outstanding December 31, 2024		5,252,990	$	-		3.83	$	98,756
Exercisable (Vested) - December 31, 2024		5,252,990	$	-		3.83	$	98,756

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Private Warrants	Warrants		Exercise Price		Life in Years		Value

Outstanding December 31, 2023		3,901,201	$	0.03		4.83	$	117,036
Exercisable (Vested) - December 31, 2023		3,901,201	$	0.03		4.83	$	117,036

Outstanding December 31, 2024		3,901,201	$	0.03		3.83	$	0
Exercisable (Vested) - December 31, 2024		3,901,201	$	0.03		3.83	$	0

~~The~~F-24 ~~fair~~Table ~~value~~ of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:Contents

~~F-20~~NOTE ~~Table~~16: ofFAIR ~~Contents~~VALUE MEASUREMENTS

~~NOTE~~The ~~15:~~Company ~~FAIR~~follows ~~VALUE~~the ~~MEASUREMENTS~~guidance ~~(cont~~in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.)

~~Level~~The 1:fair ~~Quoted~~value ~~prices~~of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in ~~active~~connection ~~markets~~with ~~for~~the ~~identical~~sale of the assets or paid in connection with the transfer of the liabilities. Anin ~~active~~an orderly transaction between market ~~for~~participants anat ~~asset~~the ormeasurement ~~liability~~date. isIn aconnection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market indata ~~which~~obtained ~~transactions~~from ~~for~~independent sources) and to minimize the ~~asset~~use orof ~~liability~~unobservable ~~occur~~inputs ~~with~~(internal ~~sufficient~~assumptions ~~frequency~~about how market participants would price assets and ~~volume~~liabilities). The following fair value hierarchy is used to ~~provide~~classify ~~pricing~~assets ~~information~~and liabilities based on anthe ~~ongoing~~observable ~~basis.~~inputs and unobservable inputs used in order to value the assets and liabilities:

Level 21: ~~Observable~~Quoted ~~inputs~~prices ~~other~~in ~~than~~active ~~Level~~markets 1for ~~inputs~~identical assets or liabilities. ~~Examples~~An ofactive ~~Level~~market 2for ~~inputs~~an ~~include~~asset ~~quoted~~or ~~prices~~liability is a market in ~~active~~which ~~markets~~transactions for ~~similar~~the ~~assets~~asset or ~~liabilities~~liability ~~and~~occur ~~quoted~~with ~~prices~~sufficient ~~for~~frequency ~~identical~~and ~~assets~~volume orto ~~liabilities~~provide inpricing ~~markets~~information ~~that~~on ~~are~~an ~~not~~ongoing ~~active~~basis.

Level 32: ~~Unobservable~~Observable inputs ~~based~~other onthan ~~our~~Level ~~assessment~~1 ofinputs. ~~the~~Examples ~~assumptions~~of ~~that~~Level ~~market~~2 ~~participants~~inputs ~~would~~include ~~use~~quoted prices in ~~pricing~~active ~~the~~markets ~~asset~~for similar assets or ~~liability~~liabilities and quoted prices for identical assets or liabilities in markets that are not active.

AtLevel ~~December~~3: ~~31,~~Unobservable ~~2023,~~inputs ~~the~~based ~~Company~~on isour ~~the~~assessment ~~holder~~ of ~~250,000 LBX Tokens which were initially recorded at their purchase price of $8 per token. During 2022 and 2023,~~ the ~~value~~assumptions ~~of the LBX Tokens were written to $0 to reflect~~ that ~~there was no~~ market ~~for~~participants ~~the~~would ~~tokens. No~~use ~~cash consideration was given but a convertible note~~ in ~~the~~pricing ~~amount of $2,000,000 and 76,924 warrants (Warrant “A-2”) were issued to Westside Advisors LLC. The note remains outstanding, and~~ the ~~warrants~~asset ~~were~~or ~~converted into shares of the Company as part of the Business Combination on October 31, 2023~~liability.

AtOn ~~December~~October 3118, ~~2023~~2021, ~~and~~the Company acquired 250,000 LBX Tokens which were initially recorded at their purchase price of $8 per token. During 2022, ~~assets~~the ~~held~~value of the LBX Tokens were written to $0 to reflect that there was no market for the tokens. No cash consideration was given but a convertible note in the ~~Trust~~amount ~~Account~~of $2,000,000 and 76,924 warrants (Warrant “A-2”) were ~~comprised~~issued to Westside Advisors LLC. The note and the warrants were converted into shares of the Company as part of the Business Combination on October 31, 2023. The balance is $0 and $71,~~613~~681,~~762~~755 inat ~~money~~the ~~market~~years ~~funds~~ended ~~which~~December ~~are~~31 ~~invested~~2024, ~~primarily~~and in2023, Urespectively.S. ~~Treasury~~The ~~Securities.~~following ~~All~~table ~~funds~~presents ~~were~~information ~~withdrawn~~about ~~upon~~the ~~business~~Company’s ~~combination.~~liabilities that are measured at fair value on a recurring basis at December 31, 2024 and 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets, liabilities and redeemable class A common that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		December 31, 2024		December 31, 2023
Liabilities:
Warrant Liability – Public Warrants		3		98,756		157,584
Warrant Liability – Private Warrants		3		-		117,036

Description	Level		December 31, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account		1	$	0	$	7,613,762
Liabilities:
Warrant Liability – Public Warrants		3		157,584		110,182
Warrant Liability – Private Warrants		3		117,036		101,432
Commitments and Contingencies:
Class A Common Stock				0		7,497,311

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying December 31, 2024 and 2023 consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

~~The Warrants were accounted for as liabilities in accordance with ASC 815~~F-4025 ~~and~~Table are presented within warrant liabilities on our accompanying December 31, 2023 and December 31, 2022 consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of ~~warrant liabilities in the consolidated statement of operations.~~Contents

~~The~~NOTE ~~Private~~16: ~~Warrants~~FAIR ~~were~~VALUE ~~initially~~MEASUREMENTS valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The decrease in the fair value of the warrant liability from the date of the Private Placement (~~March 19, 2021) to December 31, 2022 reflects a change in the estimated fair value per private warrant for the period from $0~~cont.~~95 to $0.026 and per public warrant for the period from $0.94 to $0.021.~~)

F The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-21check’ ~~Table~~companies without an identified target. The expected volatility as of ~~Contents~~subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

~~NOTE~~The ~~15:~~following ~~FAIR~~tables ~~VALUE~~present ~~MEASUREMENTS (cont.)~~the changes in the fair value of warrant liabilities:

The following tables present the changes in the fair value of warrant liabilities:

	Private Placement		Public		Warrant Liabilities
Fair Value as of January 1, 2023	$	101,431	$	110,182	$	211,613
Change in Valuation Inputs or Other Assumptions		15,605		47,402		63,007
Fair Value as of December 31, 2023		117,036		157,584		274,620

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2022	$	2,262,941		$	3,036,301		$	5,299,242
Fair Value as of January 1, 2024	$	117,036		$	157,584		$	274,620
Change in valuation inputs or other assumptions		(2,161,510	)		(2,926,119	)		(5,087,629	)
Change in Valuation Inputs or Other Assumptions		(117,036	)		(58,828	)		(175,864	)
Fair value as of December 31, 2022		101,431			110,182			211,613
Fair Value as of December 31, 2024		-			98,756			98,756

	Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2023	$	101,431	$	110,182	$	211,613
Change in valuation inputs or other assumptions		15,604		47,402		63,006
Fair value as of December 31, 2023		117,036		157,584		274,620

NOTE 17: COMMITMENTS AND CONTINGENCIES

~~F-22~~In ~~Table~~the course of ~~Contents~~normal operations, the Company is involved in various claims and litigation that management intends to defend. The range of loss, if any, from potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of matters will not have a material adverse impact on the Company’s business or financial position.

~~NOTE~~Right ~~16:~~of ~~COMMITMENTS~~First ~~AND CONTINGENCIES~~Refusal

InFor a period beginning on March 21, 2021 and ending 24 months from the ~~course~~closing of ~~normal~~a ~~operations~~business combination, we have granted the ~~Company~~Representative isa ~~involved~~right inof ~~various~~first ~~claims~~refusal ~~and~~to ~~litigation~~act ~~that~~as ~~management~~sole ~~intends~~book torunner, ~~defend.~~and/or ~~The~~sole ~~range~~placement ofagent, ~~loss~~at the representative’s sole discretion, iffor ~~any~~each and every future public and private equity and debt offering, ~~from~~including ~~potential~~all ~~claims~~equity ~~cannot~~linked befinancings ~~reasonably~~for ~~estimated~~us or any of our successors or subsidiaries. ~~However,~~In ~~management~~accordance ~~believes~~with ~~the~~FINRA ~~ultimate~~Rule ~~resolution~~5110(f)(2)(E)(i), such right of ~~matters~~first ~~will~~refusal shall not have a ~~material~~duration ~~adverse~~of ~~impact~~more onthan three years from the ~~Company’s~~effective ~~business~~date orof ~~financial~~the ~~position~~registration statement of which this prospectus forms a part.

~~Right~~NOTE of18: ~~First~~SEGMENT ~~Refusal~~REPORT

~~For~~The Company operates and evaluates its business as a ~~period~~single ~~beginning~~reportable onsegment. ~~March~~This ~~21,~~segment ~~2021~~invests or purchases assets that have near and ~~ending~~medium-term 24income ~~months~~potential ~~from~~to provide the ~~closing~~Company ofwith aaccretive ~~business~~cash ~~combination,~~flow wefrom ~~have~~which ~~granted~~it ~~the~~can ~~Representative~~reinvest ain ~~right~~new ofassets ~~first~~or ~~refusal~~expand tocash ~~act~~flow asfrom ~~sole~~those ~~book~~existing ~~runner,~~assets. ~~and/or~~This ~~sole~~single ~~placement~~segment ~~agent~~is identified because it engages in business activities in which it generates revenues and expenses, atits performance is reviewed by the ~~representative~~Company’s ~~sole~~Chief ~~discretion,~~Executive ~~for~~Officer ~~each~~who ~~and~~is ~~every~~the ~~future~~chief ~~public~~operating ~~and~~decision ~~private~~maker ~~equity~~(“CODM”), and ~~debt~~it ~~offering,~~has ~~including~~distinct ~~all~~financial ~~equity~~information ~~linked~~available. ~~financings~~The ~~for~~CODM usassesses orperformance ~~any~~ of ~~our~~the ~~successors~~reportable orsegment ~~subsidiaries.~~and Indecides ~~accordance~~how ~~with~~to ~~FINRA~~allocate ~~Rule~~resources ~~5110(f)(2)(E)(i)~~based on consolidated net income, ~~such~~which ~~right~~is also reported on the consolidated statements of ~~first~~operations. ~~refusal~~The ~~shall~~CODM ~~not~~uses ~~have~~this ainformation ~~duration~~to compare actual results against expectations in assessing the performance of ~~more~~the ~~than~~segment. ~~three~~The ~~years~~Company’s ~~from~~long-lived assets and its revenues are located in the ~~effective~~United ~~date~~States. The accounting policies of the ~~registration~~reportable ~~statement~~segment ofare ~~which~~the ~~this~~same ~~prospectus~~as ~~forms~~those adescribed ~~part~~in Note 2. The total segment assets are the same as the consolidated total assets reported on the consolidated balance sheets. Refer to the consolidated statements of operations for the details of this reportable segment.

NOTE 1719: SUBSEQUENT EVENTS

On ~~February~~January 113, ~~2024~~2025, the Company entered into ana stock purchase agreement with ~~T.R. Mining & Quarry Ltd.,~~ a ~~Jamaican-based~~shareholder ~~company (T.R. Mining),~~ to ~~provide~~purchase a ~~loan~~total ~~to T.R. Mining~~ of ~~up to $100~~161,~~000~~875 inshares ~~exchange~~of ~~for~~Common anStock ~~overriding~~at ~~royalty~~a onPurchase ~~all~~Price ~~minerals~~of ~~extracted~~$121,406, ~~from~~paid ~~T.R.~~in ~~Mining’s~~regular ~~exclusive~~payments ~~prospecting~~of ~~license and any successor permit.~~ $2010,000 ofper ~~that~~month ~~note~~over ~~has been advanced by~~ the ~~Company~~next totwelve ~~T.R.~~months ~~Mining~~with asa offinal ~~the~~payment ~~date~~ of ~~this filing~~$11,406.

On ~~January~~March 291, ~~2024~~2025, ~~100,000~~the ~~shares~~Company and American Resources Corporation negotiated the settlement of ~~common~~the ~~stock~~full ~~were~~amount ~~issued~~$381,243 tothat ~~KBB~~is ~~Asset~~payable ~~Management~~by ~~LLC~~the ~~pursuant~~Company to aAmerican ~~note~~Resources ~~conversion~~Corporation for the issuance of 381,243 shares of Series A Preferred Stock in the Company.

On February 7, 2024, Daniel Hasler and Gary Ehlebracht both stepped down as an independent directors of the Board of Directors and both Roy Smith and Benjamin Wrightsman were simultaneously appointed to the Board of Directors as independent directors. Furthermore, Mr. Smith was appointed as Chairman of the Compensation Committee of the Board of Directors and Mr. Wrightsman was appointed as Chairman of the Nominating Committee of the Board of DirectorsF-26

OnITEM ~~March~~9. 1,CHANGES ~~2024,~~IN ~~133,334~~AND ~~shares~~DISAGREEMENTS ofWITH ~~common~~ACCOUNTANTS ~~stock~~ON ~~were~~ACCOUNTING ~~issued~~AND toFINANCIAL ~~KBB Asset Management LLC pursuant to a note conversion~~DISCLOSURE.

On March 11, 2024, the Company deposited $5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that partyNone.

On March 19, 2024, the Company issued-a non-convertible promissory note to Westside Advisors in the amount of $42,000. The note is due two years from the date of issuance on March 19, 2026.

On March 20, 2024, the Company invested an additional $15,000 into Advanced Magnetic Lab, Inc. under the existing convertible promissory note purchase agreement with that company.

On March 22, 2024, the Company deposited $5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party.

F-23 Table of Contents

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The management, with participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 12a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply is judgement in evaluating the benefits of possible controls and procedures relative to their costs.

~~Under~~Based ~~the~~on ~~supervision~~management’s ~~and~~evaluation, ~~with~~our ~~the~~Chief ~~participation~~Executive ofOfficer ~~our~~and ~~management,~~Chief ~~including~~Financial ~~our~~Officer ~~principal~~concluded ~~executive~~that, ~~officer~~as ~~and~~of ~~principal~~December ~~financial~~31, ~~and~~2024, ~~accounting~~due ~~officer,~~to wethe ~~conducted~~weaknesses anin ~~evaluation~~internal ofcontrol ~~the~~over ~~effectiveness~~financial ofreporting described below, our disclosure controls and procedures asare ofnot ~~the~~designed ~~end~~at ofa ~~the~~reasonable ~~fiscal~~assurance ~~quarter~~level ~~ended~~or ~~December~~effective ~~31,~~to ~~2023,~~provide asreasonable ~~such~~assurance ~~term~~that isinformation ~~defined~~we are required to disclose in ~~Rules~~reports ~~13a-15(e)~~that ~~and~~we ~~15d-15(e)~~file or submit under the Exchange Act. ~~Based~~is onrecorded, ~~this~~processed, ~~evaluation~~summarized, ~~our~~and ~~principal~~reported ~~executive~~within ~~officer~~the ~~and~~time ~~principal~~periods ~~financial~~specified ~~and~~in ~~accounting~~SEC ~~officer~~rules ~~have~~and ~~concluded~~forms, and that ~~during~~such ~~the~~information ~~period~~is ~~covered~~accumulated byand ~~this~~communicated ~~report~~to our management, including our ~~disclosure~~Chief ~~controls~~Executive Officer and ~~procedures~~Chief ~~were~~Financial ~~effective~~Officer, as appropriate, to allow timely decisions regarding required disclosure. As discussed below, we plan on increasing the size of our accounting staff at athe ~~reasonable~~appropriate ~~assurance~~time ~~level~~for our business and, ~~accordingly,~~its ~~provided~~size ~~reasonable~~to ~~assurance~~ameliorate the concern that the ~~information~~Company ~~required~~does tonot beeffectively ~~disclosed~~segregate bycertain usaccounting induties, ~~reports~~which ~~filed~~we ~~under~~believe would resolve the ~~Exchange~~material ~~Act~~weakness isin ~~recorded,~~internal ~~processed,~~control ~~summarized~~over financial reporting and ~~reported~~similarly ~~within~~improve disclosure controls and procedures, but there can be no assurances as to the ~~time~~timing ~~periods~~of ~~specified~~any insuch action or that the ~~SEC’s~~Company ~~rules~~will ~~and~~be ~~forms~~able to do so.

~~Changes~~Management’s inAnnual Report on Internal Control over Financial Reporting

~~There~~The ~~have~~management ~~been~~of nothe ~~changes~~Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in ~~the~~Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting ~~during~~is a process designed under the ~~period~~supervision ~~ended~~of ~~December~~the ~~31,~~Company’s ~~2023~~Principal ~~that~~Executive ~~have~~Officer ~~materially~~and ~~affected~~Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s ~~internal~~financial ~~controls~~statements ~~over~~for ~~financial~~external ~~reporting~~purposes in accordance with the U. S. GAAP.

~~Management’s~~As ~~Report~~of December 31, 2024, 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 Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.. Based on this evaluation, management concluded that our internal controls over ~~Financial~~financial ~~Reporting~~reporting were not effective for the purposes for which it is intended. Specifically, managements determination was based on the following material weakness which existed as of December 31, 2024:

~~The~~Due ~~management~~to of the Company’s isinsufficient ~~responsible~~number ~~for~~of ~~establishing~~staff ~~and~~performing ~~maintaining~~accounting ~~adequate~~and ~~internal control over financial~~ reporting functions, asthere ~~defined~~is ina ~~Exchange~~lack ~~Act~~of ~~Rule~~segregation ~~13a-15(f).~~of ~~The~~duties ~~Company’s~~within ~~internal~~the ~~control over~~ financial reporting isfunction aresulting ~~process~~in ~~designed~~limited ~~under~~level ~~the supervision~~ of ~~the~~multiple ~~Company’s~~reviews ~~Principal~~among ~~Executive~~those ~~Officer~~tasked ~~and~~with ~~Principal~~preparing ~~Financial Officer to provide reasonable assurance regarding~~ the ~~reliability of~~ financial ~~reporting and the preparation of the Company’s financial~~ statements, ~~for~~resulting ~~external purposes~~ in ~~accordance with~~ the ~~U.S.~~need ~~generally~~for ~~accepted accounting principles~~adjustments.

14The ~~Table~~Company ofdid ~~Contents~~not maintain a fully integrated financial consolidation and reporting system throughout the period and as a result, manual analysis, reconciliation and adjustments were required in order to produce financial statements for external reporting purposes.

~~The~~11 ~~management,~~Table including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting 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 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.Contents

A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. Notwithstanding the determination that our internal control over financial reporting was not effective, as of December 31, 2024, and that there was a material weakness as identified in this Annual Report, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered hereby in all material respects.

The management, including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting 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 the 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.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

~~ITEM~~Changes ~~9B.~~in ~~OTHER~~Internal ~~INFORMATION.~~Control over Financial Reporting

~~None~~There have been no changes in the Company’s internal control over financial reporting during the period ended December 31, 2024 that have materially affected the Company’s internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not Applicable.

1512 Table of Contents

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Name	Age	Positions
Julie Griffith	67	Director
Gary Ehlebracht	39	Director
Daniel J. Hasler	66	Director
Kirk P. Taylor	44	Chief Financial Officer
Thomas M. Sauve	45	Director/Chief Executive Officer

The following individuals serve as our executive officers and members of our Board of Directors as of December 31, 2024:

Executive officers of the Company are appointed by our board of directors and serve at the pleasure of the board of directors.

Name	Age	Positions

Julie Griffith	68	Independent Director
Josh Hawes	39	Independent Director, Chairman of the Board of Directors
Roy Smith	58	Independent Director
William Kincaid	47	Independent Director
Kirk P. Taylor	45	Chief Financial Officer
Thomas M. Sauve	45	Director/Chief Executive Officer

~~Kirk~~Executive P.officers ~~Taylor,~~of ~~CPA,~~the ~~Chief~~Company ~~Financial~~are ~~Officer,~~appointed ~~has~~by ~~over~~our ~~18 years~~Board of ~~financial,~~Directors ~~accounting~~ and ~~tax~~serve ~~structuring~~at ~~experience. After working in national public accounting firms, he has been~~ the ~~Chief~~pleasure ~~Financial Officer~~ of ~~American Resources Corporation (Nasdaq: AREC) since 2015, leading~~ the ~~public~~Board ~~process as well as integrations~~ of ~~8 different acquisitions within the infrastructure and resource space~~directors. ~~Mr. Taylor is also a founder and President of Land Betterment Corp, a benefit corporation, focused on positive environmental and social communities facing a changing industrial landscape.~~

~~Thomas~~Kirk MP. ~~Sauve~~Taylor, ~~Chairman of the Board of Directors~~CPA, Chief ~~Executive~~Financial Officer, has over 12 18 years ~~leading~~of ~~and~~financial, ~~managing~~accounting ~~mining~~and ~~operations~~tax ~~and~~structuring ~~over~~experience. 15After ~~years~~working ~~investing,~~in ~~restructuring~~national ~~and~~public ~~building~~accounting ~~businesses.~~firms, ~~Having~~he ~~managed~~has been the ~~due~~Chief ~~diligence~~Financial ~~process~~Officer ~~and~~of ~~closing,~~American ~~staffing~~Resources ~~and~~Corporation ~~ramp~~(Nasdaq: upAREC) ofsince ~~three~~2015, ~~acquisitions~~leading inthe ~~twelve~~public ~~months,~~process heas ~~has~~well aas ~~history~~integrations of ~~successfully~~8 ~~identifying~~different ~~mining~~acquisitions ~~operations~~within ~~that have~~ the ~~ability~~infrastructure toand ~~meet~~resource ~~the~~space. ~~company’s~~Mr. Taylor ~~model~~is ofalso ~~cost~~a ~~cutting~~founder and ~~efficiency. As~~ President of ~~American~~Land ~~Resources~~Betterment ~~Corporation~~Corp, ~~(Nasdaq:~~a ~~AREC)~~benefit ~~since 2015~~corporation, ~~Mr. Sauve~~focused ~~has~~on ~~successfully~~positive ~~integrated~~environmental 8and ~~acquisitions~~social ~~into~~communities facing a ~~streamlined~~changing ~~operating~~industrial ~~model~~landscape.

~~Julie~~Thomas ~~Griffith, Director, has held leadership roles for the Indiana Innovation Institute~~M. ~~Within this role~~Sauve, ~~she~~Director/Chief ~~was~~Executive ~~able to highlight her strategic vision~~Officer, ~~rich~~has ~~background~~over in12 ~~government~~years ~~affairs,~~leading and ~~business~~managing ~~development~~mining ~~and~~operations ~~marketing experience. Before joining the Indiana Innovation Institute, Griffith served as the vice president of Public Affairs for Purdue University~~ and ~~worked~~over ~~with~~15 ~~Duke~~years ~~Energy in a variety of roles~~investing, ~~including~~restructuring ~~vice president for Government Affairs~~ and ~~Foundation~~building ~~Relations~~businesses. ~~Before~~Having ~~that~~managed ~~she worked for~~ the ~~Texas-based~~due ~~energy~~diligence ~~company~~process ~~Spectra Energy~~ and ~~its~~closing, ~~predecessor~~staffing ~~companies.~~and ~~Griffith~~ramp ~~has~~up anof ~~extensive~~three ~~background~~acquisitions in ~~marketing,~~twelve ~~business development~~months, ~~and~~he ~~government~~has ~~and regulatory affairs. She graduated from Ball State in 1979 with~~ a ~~Bachelor~~history of ~~Science~~successfully ~~degree~~identifying inmining ~~Political~~operations ~~Science,~~that ~~and~~have ~~now serves on~~ the ~~Foundation~~ability ~~board~~to ~~and~~meet the ~~Dean'~~company’s ~~Advisory~~model ~~Council for the University's College~~ of ~~Sciences~~cost cutting and ~~Humanities~~efficiency. As ~~She~~President ~~has~~of ~~previously~~American ~~represented~~Resources ~~Ball~~Corporation ~~State~~(Nasdaq: asAREC) asince ~~State House intern~~2015, ~~London~~Mr. Sauve ~~Center~~has ~~participant,~~successfully ~~Above~~integrated &8 ~~Beyond~~acquisitions ~~Campaign~~into ~~Development Committee member, Bold Campaign Regional Subcommittee member, Indianapolis Alumni Club board member, and~~ a ~~National~~streamlined ~~Philanthropy~~operating ~~Council member~~model.

~~Gary~~Julie ~~T. Ehlebracht~~Griffith, Director, ~~and~~ has ~~over~~held 12leadership ~~years~~roles offor ~~physical~~the ~~and~~Indiana ~~financial~~Innovation ~~commodity~~Institute. ~~trading~~Within ~~experience.~~this Herole, ~~joined~~she ~~grain~~was ~~trading~~able ~~and~~to ~~merchandising~~highlight ~~firm~~her ~~Gavilon~~strategic vision, ~~LLC~~rich background in ~~2008~~government ~~where~~affairs, heand ~~spent~~business ~~over~~development 10and ~~years~~marketing experience. Before joining the Indiana Innovation Institute, Griffith served as the vice president of Public Affairs for Purdue University and worked with Duke Energy in a ~~senior~~variety ~~trader~~of ~~focused~~roles, ~~primarily~~including onvice ~~dairy~~president ~~commodities.~~for InGovernment ~~2019~~Affairs Mrand Foundation Relations. ~~Ehlebracht~~Before ~~joined~~that ~~Dairy~~she ~~Products~~worked ~~Incorporated,~~for athe ~~leading~~Texas-based ~~dairy~~energy ~~trading~~company ~~firm,~~Spectra ~~where~~Energy heand ~~focuses~~its onpredecessor ~~physical~~companies. ~~merchandising,~~Griffith ~~financial~~has ~~risk~~an ~~management~~extensive background in marketing, ~~global~~business ~~logistics~~development, and ~~supply~~government ~~chain~~and ~~management~~regulatory ~~working~~affairs. She graduated from Ball State in 1979 with ~~some~~a Bachelor of Science degree in Political Science, and now serves on the ~~largest~~Foundation ~~multinational~~board ~~food~~and ~~companies.~~the WeDean's ~~believe~~Advisory MrCouncil for the University's College of Sciences and Humanities. ~~Ehlebracht~~She ishas ~~well~~previously ~~qualified~~represented toBall ~~serve~~State as a ~~director~~State ~~due~~House tointern, ~~his~~London ~~over~~Center 20participant, ~~years~~Above of& ~~commodities~~Beyond Campaign Development Committee member, Bold Campaign Regional Subcommittee member, Indianapolis Alumni Club board member, and ~~agriculture~~a ~~experience.~~National Philanthropy Council member.

~~Daniel~~Josh ~~J. Hasler~~Hawes, Director,/Chairman isof the ~~founder~~Board, ~~and~~brings ~~President~~over of15+ ~~Hasler~~years ~~Ventures~~of ~~LLC~~leadership experience, aspecializing ~~company~~in ~~working~~commodities, tobuy-side/sell-side ~~advance~~investments, ~~groundbreaking~~and advanced technologies, byto ~~moving~~assist ~~them~~RMHC towith ~~the~~its ~~public~~capital ~~through~~markets ~~collaborations~~plan ~~with~~and ~~industry~~corporate strategy. ~~For~~He ~~the~~has ~~previous~~a 5vast ~~years,~~knowledge ~~Mr.~~of ~~Hasler~~capital ~~was~~markets ~~President~~integration ofwith ~~Purdue~~strategic ~~Research~~vision ~~Foundation.~~and ~~Previously,~~vertical Mrintegration. ~~Hasler~~His ~~was~~prior ~~the~~experience ~~Secretary~~includes chief strategy officer of ~~Commerce~~USA ~~for~~Rare ~~the~~Earth, ~~State~~CEO of ~~Indiana~~Delta1x and ~~spent~~Hawking 31Alpha. ~~years~~Hawes atholds ~~Eli~~licenses ~~Lilly~~spanning commodities, investment banking, public, and Coprivate securities, including Series 3, 63, 65, 7, 79, 82, and SIE. As well, ~~(NYSE:~~Josh ~~LLY)~~holds inseveral aprofessional ~~number~~designations, ofsuch ~~leadership~~as ~~positions~~Wharton ~~including~~Business ~~Vice~~School’s ~~President~~Corporate ~~for~~Governance ~~Global~~program ~~Marketing.~~certificate, We“Maximizing ~~believe~~Your ~~Mr.~~Effectiveness ~~Hasler~~in isthe ~~well~~Boardroom,” ~~qualified~~and toUniversity ~~serve~~of asCambridge aJudge ~~director~~Business ~~due~~School, to“Circular ~~his~~Economy ~~over~~and 40Sustainability ~~years~~Strategies.” He is also holder of ~~university~~the Chartered Market Technician, ~~government~~Certified Hedge Fund Professional, and ~~public~~Qualified ~~company~~Family ~~experience~~Office Professional. A Wireless Software Engineering graduate from Auburn University.

1613 Table of Contents

~~Number~~Roy Smith, Director, has had an extensive career in the financial services industry with a focus on publicly traded small and ~~Terms~~mid-capitalized companies. His expertise includes portfolio equity management, capital markets, institutional equity sales and trading, and investment banking with experience underwriting both equity and debt. Roy is currently a Managing Director at MZ Group, a firm that provides full-scale investor relations to both private and public companies across all industries. Prior to joining MZ, Roy was a Principal at Class VI Capital-New River Fund. New River is a Long/Short US equity strategy investing in small and mid-capitalized companies. Prior to Class VI, he was a Portfolio Manager with Bardin Hill Investment Partners (formerly Halcyon Asset Management), Friess Associates – The Brandywine Funds, and Pequot Capital. Roy’s investment history is characterized as a broadly diversified approach by the number of ~~Office~~portfolio positions and sectors. With an emphasis on management execution, Roy has developed many relationships with public company management teams and has a unique perspective as to how institutional investors evaluate public companies and interpret their external communications. Roy is a graduate of ~~Officers~~Syracuse University with degrees in Finance and ~~Directors~~Marketing and is involved with several philanthropic organizations.

~~Our~~Ben ~~board~~Kincaid, ofDirector, ~~directors~~joined ~~are~~ReElement ~~divided~~Technologies ~~into~~Corporation ~~three~~after ~~classes~~a ~~with~~career ~~only~~as ~~one~~a ~~class~~U.S. ofDiplomat ~~directors~~serving ~~being~~and ~~elected~~leading teams in ~~each~~multiple ~~year~~countries ~~and~~in ~~each~~Africa, ~~class~~the ~~(except~~Middle ~~for~~East, ~~those~~and ~~directors~~South ~~appointed~~Asia. Ben ~~prior~~spent tothe ~~our~~last ~~first~~several ~~annual~~years ~~meeting~~living ofand ~~stockholders)~~working ~~serving~~throughout aAfrica, ~~three-year term.~~supporting Instrategic ~~accordance~~national ~~with~~security ~~Nasdaq~~imperatives ~~corporate~~in ~~governance~~partnership ~~requirements,~~with weseveral ~~are~~African ~~not~~nations. ~~required~~Working toacross ~~hold~~the anU.S. ~~annual~~interagency ~~meeting~~and ~~until~~with ~~one~~senior ~~year~~foreign ~~after~~officials, ~~our~~Ben ~~first~~drove ~~fiscal~~partnered ~~year~~approaches ~~end~~to ~~following~~America's ~~our~~most ~~listing~~pressing onnational ~~Nasdaq.~~security ~~The~~challenges, ~~term~~and ofin ~~office~~some of the ~~first~~world's ~~class~~most oftroubled ~~directors,~~places. ~~originally~~Consistently ~~consisting~~chosen ofto ~~Mr. Taylor~~lead ~~and~~teams ~~Mr. Hasler~~in ~~expired~~challenging atenvironments, ~~our~~Ben ~~first~~served ~~annual~~the ~~meeting~~entirety of ~~stockholders.~~his ~~The~~national ~~term~~security ofservice ~~office~~career ofin the ~~second~~field. Ben ~~class~~is ofalso ~~directors~~a leadership advisor with Allegro Group, ~~originally~~a ~~consisting~~talent ofand Mrleadership transformation company. ~~Ehlebracht~~ Ben lives with his wife and ~~Mr. Smid~~daughter in Santo Domingo, ~~will~~where ~~expire~~his atwife ~~the~~is ~~second~~currently ~~annual~~posted ~~meeting~~to ofthe ~~stockholders~~U.S. ~~The~~Embassy. He ~~term~~holds ofa ~~office~~BA ofin ~~the~~International ~~third~~Studies ~~class~~and ofPolitical ~~directors,~~Science ~~consisting~~from ofVirginia ~~Mr. Jensen~~Military Institute and ~~Mr. Sauve,~~an ~~will~~MA ~~expire~~in atLatin ~~the~~American ~~third~~Studies ~~annual~~from ~~meeting~~Georgetown ofUniversity. Ben ~~stockholders~~speaks French, Spanish, and Pashto.

Our officers are appointed by the ~~board~~Board of ~~directors~~Directors and serve at the discretion of the ~~board~~Board of ~~directors~~Directors, rather than for specific terms of office. Our ~~board~~Board of ~~directors~~Directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the ~~board~~Board of ~~directors~~Directors.

Director Independence

Nasdaq listing standards require that a majority of our ~~board~~Board of ~~directors~~Directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s ~~board~~Board of ~~directors~~Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We expect that our ~~board~~Board of ~~directors~~Directors will determine that Griffith, ~~Ehlebracht~~Hawes, Smith, and ~~Hasler~~Kincaid are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

17Corporate ~~Table~~Governance; Code of ~~Contents~~Conduct and Business Code of Ethics

~~Corporate~~Committees ~~Governance; Code~~ of ~~Conduct~~the ~~and~~Board ~~Business Code~~ of ~~Ethics~~ Directors

~~Committees~~Our Board of Directors will have three standing committees: an audit committee, a compensation committee, and a nomination committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the ~~Board~~Exchange Act require that the audit committee, compensation committee, and nomination committee of ~~Directors~~a listed company be comprised solely of independent directors. The composition and responsibilities of the three committees are described below.

~~Our~~14 ~~board~~Table of directors will have three standing committees: an audit committee, a compensation committee, and a nomination committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee, compensation committee, and nomination committee of a listed company be comprised solely of independent directors. The composition and responsibilities of the three committees are described below.Contents

Audit Committee

Julie Griffith, ~~Gary~~Roy ~~Ehlebracht~~Smith, and ~~Daniel~~Ben ~~Hasler~~Kincaid, serve as members of our audit committee, and Julie Griffith is chair of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Griffith, ~~Ehlebracht~~Smith, and ~~Hasler~~Kincaid, meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate, and our ~~board~~Board of ~~directors~~Directors has determined that Julie Griffith qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Our audit committee charter, which details the principal functions of the audit committee, including:

	·	the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

	·	pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

	·	setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

	·	setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

	·	obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

	·	reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

	·	reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

18Compensation ~~Table of Contents~~Committee

~~Compensation~~Julie ~~Committee~~Griffith, Roy Smith, and Ben Kincaid serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. All our members are independent, and Roy Smith is chair of the compensation committee.

~~Julie~~15 ~~Griffith,~~Table ~~Gary Ehlebracht, and Daniel Hasler serve as members~~ of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. All of our members are independent and Mr. Ehlebracht is chair the compensation committee.Contents

Our compensation committee charter, details the principal functions of the compensation committee, including:

	·	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

	·	reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

	·	reviewing on an annual basis our executive compensation policies and plans;

	·	implementing and administering our incentive compensation equity-based remuneration plans;

	·	assisting management in complying with our proxy statement and annual report disclosure requirements;

	·	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

	·	if required, producing a report on executive compensation to be included in our annual proxy statement; and

	·	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to American Resources Corporation, an affiliate of our sponsor, of $10,000 per month, for up to 12 months, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

Julie Griffith, ~~Gary~~Roy ~~Ehlebracht~~Smith, and ~~Daniel~~Ben ~~Hasler~~Kincaid serve as members of our nomination committee. Under the Nasdaq listing standards and applicable SEC rules, we are not required to have this committee. All of our members are independent, and ~~Mr. Hasler~~Ben Kincaid is chair of the nomination committee. The ~~board~~Board of ~~directors~~Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees.

The ~~board~~Board of ~~directors~~Directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our ~~board~~Board of ~~directors~~Directors should follow the procedures set forth in our bylaws.

We16 ~~have~~Table not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.Contents

19We ~~Table~~have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of ~~Contents~~Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement of which this prospectus is a part. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We will disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Subject to pre-existing fiduciary or contractual duties as described below, our officers and directors have agreed to present any business opportunities presented to them in their capacity as a director or officer of our company to us. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

20Potential ~~Table~~investors should also be aware of ~~Contents~~the following other potential conflicts of interest:

~~Potential~~· ~~investors~~None ~~should~~of ~~also~~our beofficers ~~aware~~or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. · In the ~~following~~course of their other ~~potential~~business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. · Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 12 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the placement warrants held in the trust account will be used to fund the redemption of our public shares, and the placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier to occur of: (A) six months after the completion of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination. With certain limited exceptions, the placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. · Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. · Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement warrants.

·17 ~~None~~Table of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. · In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. · Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 12 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the placement warrants held in the trust account will be used to fund the redemption of our public shares, and the placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier to occur of: (A) six months after the completion of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination. With certain limited exceptions, the placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. · Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. · Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement warrants.Contents

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

	·	the corporation could financially undertake the opportunity;

	·	the opportunity is within the corporation’s line of business; and

	·	it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

21 Table of ~~Contents~~Committees and participating directors

~~Table~~Audit ofCommittee ~~Committees~~Nominating ~~and~~Committee ~~participating~~Compensation ~~directors~~Committee Julie Griffith X (Chairwoman) X X Josh Hawes Roy Smith X X X (Chairman) Ben Kincaid X X (Chairman) X Thomas M. Sauve

~~Audit~~Stockholder ~~Committee Nominating Committee Compensation Committee Julie Griffith X (Chairwoman) X X Gary Ehlebracht X X X (Chairman) Daniel Hasler X X (Chairman) X Thomas M. Sauve~~Nominations

~~Stockholder~~Stockholders ~~Nominations~~who would like to propose a candidate to serve on our Board of Directors may do so by submitting the candidate’s name, resume and biographical information to the attention of our corporate secretary. All proposals for nomination received by the corporate secretary will be presented to the committee for appropriate consideration. It is the policy of the compensation committee to consider director candidates recommended by stockholders who appear to be qualified to serve on our Board of Directors. The compensation committee may choose not to consider an unsolicited recommendation if no vacancy exists on our Board of Directors and the compensation committee does not perceive a need to increase the size of our Board of Directors. To avoid the unnecessary use of the compensation committee’s resources, the compensation committee will consider only those director candidates recommended in accordance with the procedures set forth below. To submit a recommendation of a director candidate to the compensation committee, a stockholder should submit the following information in writing, addressed to the corporate secretary of the Company at our main office:

~~Stockholders~~● ~~who would like to propose a candidate to serve on our board of directors may do so by submitting~~ the ~~candidate’s~~ name, ~~resume~~ and ~~biographical~~address ~~information to the attention~~ of ~~our corporate secretary. All proposals for nomination received by~~ the ~~corporate~~person ~~secretary will be presented to the committee for appropriate consideration. It is the policy of the compensation committee to consider director candidates~~ recommended byas stockholders who appear to be qualified to serve on our board of directors. The compensation committee may choose not to consider an unsolicited recommendation if no vacancy exists on our board of directors and the compensation committee does not perceive a ~~need to increase the size of our board of directors. In order to avoid the unnecessary use of the compensation committee’s resources, the compensation committee will consider only those~~ director ~~candidates recommended in accordance with the procedures set forth below. To submit a recommendation of a director~~ candidate ~~to the compensation committee, a stockholder should submit the following information in writing, addressed to the corporate secretary of the Company at our main office:~~;

● ~~the~~all ~~name~~information ~~and~~relating ~~address~~to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the ~~person~~Securities ~~recommended~~Exchange asAct aof ~~director~~1934, ~~candidate~~as amended;

● ~~all~~the ~~information~~written ~~relating~~consent toof ~~such~~the person ~~that~~being isrecommended ~~required~~as a director candidate to be ~~disclosed~~named in ~~solicitations~~the ofproxy ~~proxies~~statement ~~for~~as ~~election~~a ofnominee ~~directors~~and ~~pursuant~~ to ~~Regulation~~serve ~~14A~~as ~~under~~a ~~the~~director ~~Securities~~if ~~Exchange Act of 1934, as amended~~elected;

●18 ~~the~~Table ~~written consent~~ of ~~the person being recommended as a director candidate to be named in the proxy statement as a nominee and to serve as a director if elected;~~Contents

●

as to the person making the recommendation, the name and address, as they appear on our books, of such person, and number of shares of our common stock owned by such person; provided, however, that if the person is not a registered holder of our common stock, the person should submit his or her name and address along with a current written statement from the record holder of the shares that reflects the recommending person’s beneficial ownership of our common stock; and

●	a statement disclosing whether the person making the recommendation is acting with or on behalf of any other person and, if applicable, the identity of such person.

Delinquent Section 16(a) Reports

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(d) of the Securities Exchange Act of 1934 during the year ended December 31, ~~2023~~2024 and Forms 5 and amendments thereto furnished to us with respect to the year ended December 31, ~~2023~~2024, as well as any written representation from a reporting person that no Form 5 is required, we are not aware that any officer, director or 10% or greater stockholder failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Securities Exchange Act of 1934 during the year ended December 31, ~~2023~~2024.

22ITEM ~~Table~~11. ofEXECUTIVE ~~Contents~~COMPENSATION.

~~ITEM~~Executive ~~11.~~Officer ~~EXECUTIVE~~and ~~COMPENSATION.~~Director Compensation

~~Executive Officer and Director Compensation~~Overview

~~Overview~~As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have opted to comply with the scaled disclosure requirements applicable to emerging growth companies.

AsThe annamed ~~“emerging~~executive ~~growth~~officer ~~company”~~and asdirector ~~defined~~compensation described in ~~the~~this ~~JOBS~~section ~~Act,~~discusses weour ~~are~~2024 ~~not~~compensation ~~required~~programs. toThis ~~include~~discussion amay ~~Compensation~~contain ~~Discussion~~forward-looking ~~and~~statements ~~Analysis~~that ~~section~~are ~~and~~based ~~have~~on ~~opted~~the toCompany’s ~~comply~~current ~~with~~plans, ~~the~~considerations, ~~scaled~~expectations ~~disclosure~~and ~~requirements~~determinations ~~applicable~~regarding tofuture ~~emerging~~compensation ~~growth companies~~programs.

~~The~~Executive ~~named executive officer~~ and ~~director~~Director compensation described in this section discusses our 2022 compensation programs. This discussion may contain forward-looking statements that are based on the Company’s current plans, considerations, expectations and determinations regarding future compensation programs.Compensation

The Company’s Board of Directors, with input from our Chief Executive Officer, has historically determined the compensation for our named executive officers. Our named executive officers for the fiscal year ended December 31, 2024, which consist of our principal executive officer and ~~Director~~the ~~Compensation~~next two most highly compensated executive officers who were serving as executive officers as of December 31, 2024, are:

~~The~~· ~~Company’s~~Thomas ~~Board of Directors~~Sauve, ~~with input from our~~ Chief Executive Officer,; has historically determined the compensation for our named executive officers. Our named executive officers for the fiscal year ended December 31, 2023, which consist of our principal executive officer and ~~the~~· ~~next~~Kirk ~~two most highly compensated executive officers who were serving as executive officers as of December 31~~Taylor, ~~2023,~~Chief ~~are:~~Financial Officer

·19 ~~Thomas~~Table ~~Sauve,~~of ~~Chief Executive Officer; and · Kirk Taylor, Chief Financial Officer~~Contents

Summary Compensation Table

The following table sets forth information concerning the annual and long-term compensation of our executive officers and directors for services rendered in all capacities to us during the last completed fiscal year. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” We also have included below a table regarding compensation paid to our directors who served during the last completed fiscal year.

(a)		(b)		(c)		(d)		~~(d)~~		(e)	(ef)		(g)	(fh)		~~(g)~~		~~(h)~~
Name and principal position		Fees Earned or Paid in Cash($)		StockAwards($)		OptionAwards($)		~~OptionAwards($)~~		Non-Equity Incentive Plan Compensation($)	~~Non-Equity~~Nonqualified ~~Incentive~~deferred ~~Plan~~compensation ~~Compensation~~earnings($)		All Other Compensation($)	~~Nonqualified deferred compensation earnings~~Total($)		~~All Other Compensation($)~~		~~Total($)~~
Mark C. Jensen, Chief Executive Officer, Chairman (1)	2023		-0-		-0-				-0-			-0-			-0-		-0-		-0-
Thomas M. Sauve, Chief Executive Officer, Director (1)	2024	$	100,000	-0-			8,310			-0-	-0-		-0-	$	108,310
	2022		-0-		-0-				-0-			-0-			-0-		-0-		-0-
	2023	$	165,000	-0-		-0-				-0-	-0-		-0-	$	165,000
Thomas M. Sauve, Chief Executive Officer, Director (2)	2023	$	150,000		-0-				-0-			-0-			-0-		-0-	$	150,000
Kirk P. Taylor, Chief Financial Officer	2024	-0-		-0-		-0-				-0-	-0-		-0-	-0-
	2022	$	75,000		-0-				-0-			-0-			-0-		-0-	$	75,000
	2023	-0-		-0-		-0-				-0-	-0-		-0-	-0-
Kirk P. Taylor, Chief Financial Officer	2023		-0-		-0-				-0-			-0-			-0-		-0-		-0-
Julie Griffith, Director (2)	2024	-0-		-0-			9,476			-0-	-0-		-0-		9,476
	2022		-0-		-0-				-0-			-0-			-0-		-0-		-0-
	2023	-0-		-0-		-0-				-0-	-0-		-0-	-0-
Daniel Hasler, Director	2023		-0-		-0-				-0-			-0-			-0-		-0-		-0-
Josh Hawes, Director (3)	2024	-0-		-0-		-0-				-0-	-0-		-0-	-0-
	2022		-0-		-0-				-0-			-0-			-0-		-0-		-0-
	2023	-0-		-0-		-0-				-0-	-0-		-0-	-0-
Gary Ehlebracht, Director	2023		-0-		-0-				-0-			-0-			-0-		-0-		-0-
Roy Smith, Director (4)	2024	-0-		-0-			9,476			-0-	-0-		-0-		9,476
	2022		-0-		-0-				-0-			-0-			-0-		-0-		-0-
	2023	-0-		-0-		-0-				-0-	-0-		-0-	-0-
Julie Griffith, Director (3)	2023		-0-		-0-				-0-			-0-			-0-		-0-		-0-
Ben Kincaid, Director (5)	2024	-0-		-0-		-0-				-0-	-0-		-0-	-0-
	2022		-0-		-0-				-0-			-0-			-0-		-0-		-0-
	2023	-0-		-0-		-0-				-0-	-0-		-0-	-0-
Edward Smid, Director (1)	2023		-0-		-0-				-0-			-0-			-0-		-0-		-0-
Gary Ehlebracht, Director (6)	2024	-0-		-0-		-0-				-0-	-0-		-0-	-0-
	2022		-0-		-0-				-0-			-0-			-0-		-0-		-0-
	2023	-0-		-0-		-0-				-0-	-0-		-0-	-0-
Daniel Hasler, Director (7)	2024	-0-		-0-		-0-				-0-	-0-		-0-	-0-
	2023	-0-		-0-		-0-				-0-	-0-		-0-	-0-
Mark Laverghetta, Director (8)	2024	-0-		-0-		-0-				-0-	-0-		-0-	-0-
	2023		15,000	-0-		-0-				-0-	-0-		-0-		15,000
Peter Rodriguez, Director (9)	2024	-0-		-0-		-0-				-0-	-0-		-0-	-0-
	2023		15,000	-0-		-0-				-0-	-0-		-0-		15,000
Benjamin Wrightsman, Director (10)	2024	-0-		-0-			9,403			-0-	-0-		-0-		9,403
	2023	-0-		-0-		-0-				-0-	-0-		-0-	-0-

(1)	Resigned on October 31, 2023 from the Company as part of the Business Combination.
(2)	Director of the Company prior to October 31, 2023; was appointed as Chairman on October 31, 2023 as part of the Business Combination.
(3)	Appointed as Director of the Company on October 31, 2023 as part of the Business Combination.

Table of Contents

23 Table of Contents

(1)	Thomas Sauve was appointed a Director of the Company prior to October 31, 2023. 2024 accrued compensation of $100,000 was converted to preferred stock on September 1, 2024 and December 31, 2024. The value of the stock warrants in Column (d) represents amortized book value of warrants valued using the Black-Scholes Options Pricing Model and does not represent the actual cash value of the warrants to the warrant holder. During 2024, 25,000 stock warrants were issued for board service. 2023 compensation of $150,000 was converted to preferred stock on September 1, 2024. 2023 Board compensation of $15,000 was also converted to preferred stock on September 1, 2024.

(2)	Julie Griffith was appointed as a director on October 31, 2023, as part of the Business Combination. The value of the stock warrants in Column (d) represents amortized book value of warrants valued using the Black-Scholes Options Pricing Model and does not represent the actual cash value of the warrants to the warrant holder. During 2024, 25,000 stock warrants were issued for board service.

(3)	Josh Hawes was appointed as a director on November 25, 2024.

(4)	Roy Smith was appointed as a director on February 12, 2024. The value of the stock warrants in Column (d) represents amortized book value of warrants valued using the Black-Scholes Options Pricing Model and does not represent the actual cash value of the warrants to the warrant holder. During 2024, 25,000 stock warrants were issued for board service.

(5)	Ben Kincaid was appointed as a director on November 25, 2024.

(6)	Gary Ehlebracht was appointed as a director at the Company’s inception on January 10, 2021. His board service ended on February 7, 2024.

(7)	Daniel Hasler was appointed as a director at the Company’s inception on January 10, 2021. His board service ended on February 7, 2024.

(8)	Mark Laverghetta was appointed as a director of Royalty Management Corporation, the wholly owned subsidiary of the Company, at its inception on June 21, 2021. $15,000 of board comp was accrued and later converted to preferred stock of the Company on October 16, 2024. His board service ended on October 31, 2023.

(9)	Peter Rodriguez was appointed as a director of Royalty Management Corporation, the wholly owned subsidiary of the Company, at its inception on June 21, 2021. $15,000 of board comp was accrued and later converted to preferred stock of the Company on October 16, 2024. His board service ended on October 31, 2023.

(10)	Benjamin Wrightsman was appointed as a director on February 12, 2024. The value of the stock warrants in Column (d) represents amortized book value of warrants valued using the Black-Scholes Options Pricing Model and does not represent the actual cash value of the warrants to the warrant holder. During 2024, 25,000 stock warrants were issued for board service. His board service ended on November 25, 2024.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

At December 31, ~~2023~~2024, we had 14,~~270~~958,~~761~~817 shares of common stock issued and outstanding. Voting power represents the voting power of common stock owned beneficially by such person. On all matters to be voted upon, the holders of the common stock vote together as a single class. Except as otherwise set forth below, the following table sets forth information known to us as of December 31, ~~2023~~2024 relating to the beneficial ownership of shares of our common stock by:

●	each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock;
●	each director and nominee;
●	each named executive officer; and
●	all named executive officers and directors as a group.

~~Unless~~21 ~~otherwise~~Table ~~indicated, the address~~ of each beneficial owner in the table set forth below is care of 12115 Visionary Way, Suite 174, Fishers IN 40638. We believe that all persons, unless otherwise noted, named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them. Under securities laws, a person is considered to be the beneficial owner of securities owned by him or her (or certain persons whose ownership is attributed to him or her) and that can be acquired by him or her within 60 days from December 31, 2021, including upon the exercise of options, warrants or convertible securities. We determine a beneficial owner’s percentage ownership by assuming that options, warrants or convertible securities that are held by him or her, but not those held by any other person, and which are exercisable within 60 days of the that date, have been exercised or converted.Contents

Name and Address of Beneficial Owner(1)(2)	Number of Shares Beneficially Owned		%
Directors and Named Executive Officers of the Company
Thomas Sauve, Chief Executive Officer and Chairman of the Board of Directors(3)		1,167,208		8.18	%
Kirk Taylor, Chief Financial Officer(4)		1,420,108		9.95	%
Daniel Hasler, Independent Director	-0-		*		%
Julie Griffith, Independent Director	-0-		*		%
Gary Ehlebracht, Independent Director	-0-		*		%
Edward Smid, Independent Director	-0-		*		%
All Directors and Executive Officers of the Company as a Group (5 Individuals)		2,587,316		18.13	%
Five Percent Holders
White River Holdings LLC(5)		1,104,739		7.74	%
Homewood Holdings LLC (6)		1,052,377		7.37	%
Midwest General Investment Company LLC(7)		995,953		6.98	%
Maxpro Invest Holdings LLC(8)		943,842		6.61	%
White River Ventures LLC(9)		855,196		5.99	%

Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of 12115 Visionary Way, Suite 174, Fishers IN 40638. We believe that all persons, unless otherwise noted, named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them. Under securities laws, a person is considered to be the beneficial owner of securities owned by him or her (or certain persons whose ownership is attributed to him or her) and that can be acquired by him or her within 60 days from December 31, 2024, including upon the exercise of options, warrants or convertible securities. We determine a beneficial owner’s percentage ownership by assuming that options, warrants or convertible securities that are held by him or her, but not those held by any other person, and which are exercisable within 60 days of the that date, have been exercised or converted.

*	Less than one percent.
Name and Address of Beneficial Owner(1)(2)		Number of Shares Beneficially Owned		%
(1)	Unless otherwise noted, the business address of each of the following individuals is c/o Royalty Management Holding Corporation, 12115 Visionary Way, Suite 174, Fishers, IN 46038.
Directors and Named Executive Officers of the Company
(2)	Excludes shares issuable pursuant to any warrants outstanding.
Thomas Sauve, Chief Executive Officer and Director(3)			1,204,708		8.04	%
(3)	Owned through First Frontier Capital LLC, of which Thomas Sauve is manager and a beneficial owner.
Kirk Taylor, Chief Financial Officer(4)			1,420,108		9.47	%
(4)	Owned through Liberty Hill Capital Management LLC, of which Kirk Taylor is manager and a beneficial owner.
Julie Griffith, Independent Director			376	*		%
(5)	Managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination.
Josh Hawes, Independent Director			1,503	*		%
(6)	Beneficial owner is Mark LaVerghetta.
Roy Smith, Independent Director		-0-		*		%
(7)	Manager of entity is Mark Jensen. Entity is owned by trust which certain members of the Sauve family are beneficiaries.
Ben Kincaid, Independent Director			376	*		%
(8)	Manager of the entity is Ferrox Holdings CEO, Terry Duffy
All Directors and Executive Officers of the Company as a Group (6 Individuals)			2,627,071		17.53	%
(9)	Manager of entity is Thomas Sauve. Entity is owned by trust which certain members of the Jensen family are beneficiaries.
All
Five Percent Holders
White River Holdings LLC(5)			1,106,886		7.38	%
Homewood Holdings LLC (6)			1,052,377		7.02	%
Midwest General Investment Company LLC(7)			1,000,472		6.67	%
White River Ventures LLC(8)			855,196		5.71	%

24 Table of Contents

*	Less than one percent.
(1)	Unless otherwise noted, the business address of each of the following individuals is c/o Royalty Management Holding Corporation, 12115 Visionary Way, Suite 174, Fishers, IN 46038.
(2)	Excludes shares issuable pursuant to any warrants outstanding.
(3)	Owned through First Frontier Capital LLC, of which Thomas Sauve is manager and a beneficial owner.
(4)	Owned through Liberty Hill Capital Management LLC, of which Kirk Taylor is manager and a beneficial owner.
(5)	Managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination.
(6)	Beneficial owner is Mark LaVerghetta.
(7)	Manager of entity is Mark Jensen. Entity is owned by trust which certain members of the Sauve family are beneficiaries.
(8)	Manager of entity is Thomas Sauve. Entity is owned by trust which certain members of the Jensen family are beneficiaries.

~~Our~~22 ~~initial~~Table ~~shareholders beneficially own approximately 20%~~ of the issued and outstanding shares of common stock and will have the right to appoint all of our directors prior to the completion of our initial business combination. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to the completion of our initial business combination. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated certificate of incorporation and bylaws and approval of significant corporate transactions including our initial business combination.Contents

Our ~~sponsor~~initial ~~and~~shareholders ~~our~~beneficially ~~founding~~own ~~team~~approximately ~~have~~20% ~~entered~~of ~~into~~the anissued ~~agreement~~and ~~with~~outstanding ~~us,~~shares ~~pursuant~~of tocommon ~~which~~stock ~~they~~and will have ~~agreed~~the toright ~~waive their redemption rights with respect~~ to ~~their~~appoint ~~founder~~all ~~shares~~of ~~and any public shares purchased during or after~~ our ~~Initial~~directors ~~Public~~prior ~~Offering~~to ~~in connection with (i)~~ the completion of our initial business combination. ~~and~~Holders ~~(ii) a shareholder vote to approve an amendment to our amended and restated certificate~~ of ~~incorporation (A) that would modify the substance or timing of~~ our ~~obligation~~public ~~to provide holders of our Class A~~ shares ofwill ~~common~~not ~~stock~~have the right to ~~have~~appoint ~~their~~any ~~shares~~directors ~~redeemed~~to ~~in connection with~~ our ~~initial~~Board ~~business~~of ~~combination~~Directors orprior to ~~redeem~~the ~~100%~~completion of our ~~public shares if we do not complete our~~ initial business combination. ~~within~~Because ~~12 months~~of ~~from~~this ~~the~~ownership ~~closing~~block, of our ~~Initial~~initial ~~Public~~shareholders ~~Offering~~may orbe ~~(B) with~~able ~~respect~~ to ~~any~~effectively ~~other~~influence ~~provision relating to~~ the ~~rights~~outcome of ~~holders~~all ofother ~~our~~matters ~~Class A~~requiring ~~shares~~approval ofby ~~common~~our ~~stock~~shareholders, orincluding ~~pre-initial~~amendments ~~business~~to ~~combination activity. Further,~~ our ~~sponsor~~amended and ~~each~~restated ~~member~~certificate of ~~our~~incorporation ~~founding~~and ~~team~~bylaws ~~have agreed to vote their founder shares~~ and ~~public~~approval ~~shares~~of ~~purchased~~significant ~~during~~corporate ortransactions ~~after~~including our ~~Initial Public Offering in favor of our~~ initial business combination.

Our sponsor isand ~~deemed~~our founding team have entered into an agreement with us, pursuant to bewhich they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our ~~“promoter”~~Initial asPublic ~~such~~Offering ~~term~~in isconnection ~~defined~~with ~~under~~(i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the ~~federal~~substance ~~securities~~or ~~laws~~timing of our obligation to provide holders of our Class A shares of common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A shares of common stock or pre-initial business combination activity. Further, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased during or after our Initial Public Offering in favor of our initial business combination.

~~Changes~~Our insponsor ~~Control~~is deemed to be our “promoter” as such term is defined under the federal securities laws.

~~None~~Changes in Control.

None.

Related Party Transactions

Land Resources & Royalties LLC / Wabash Enterprises LLC

The Company may at times in the future lease property from Land Resources & Royalties LLC (“LRR”) and enter into various other agreements with LRR and/or its parent company, Wabash Enterprises LLC, an entity managed by Thomas Sauve and which Kirk Taylor is also part beneficial owner. Furthermore, on October 31, 2023, as part of the Business Combination, Wabash Enterprises LLC and LRR became an owner of Class A Common Stock of the Company and several leases and agreements exist between LRR and the Company, for which LRR receives income.

Land Betterment Corporation

The Company may at times in the future enter into agreements with Land Betterment Corporation, an entity in which Kirk Taylor is a director, President and Chief Financial Officer and Thomas Sauve who is a director and Chief Development Officer. As The ~~of December 31, 2023, the~~ Company ~~had~~has entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel. The contract called for cost plus 12.5% margin.

American Resources Corporation

The Company may at times enter into agreements with American Resources Corporation (“ARC”) and its subsidiaries and affiliates, including McCoy Elkhorn Coal LLC and Perry County Resources LLC, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.

Westside Advisors LLC

The Company may at times in the future enter into agreements with Westside Advisors LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination. In October 2021, Westside Advisors LLC sold 250,000 LBX Tokens it owned to the Company in exchange for the Round A Convertible Note of $2,000,000 and 76,924 warrants (Warrant “A-2”); no cash was part of this consideration. $1,681,756 was outstanding as of December 31, 2022 with no payments in cash of interest or principal paid. The note carries an interest rate of 10%. During 2022, $318,244.72 of principal was converted to common shares at a rate of $6.50 per share. On October 31, 2023, the Warrant A-2 was converted into Class A Common Stock of the Company as part of the Business Combination that is owned by Westside Advisors LLC.

T Squared Partners LP

The Company has and may at times in the future enter into agreements with T Squared Partners LP, an entity managed by Westside Advisors LLC. On October 2, 2021, T Squared Partners LP invested $250,000 cash into the Company in the form of the Round A Convertible Note and 9,616 warrants issued under Warrant “A- 1.” On January 31, 2022, T Squared Partners LP invested an additional $50,000 cash into the Company in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-5.” 5”, all of which was outstanding as of December 31, 2022 with no payments of interest or principal paid. The note carries an interest rate of 10%. On October 31, 2023, as part of the Business Combination, the notes and warrants held by T Squared Partners LP were converted into Class A Common Stock of the Company.

White River Holdings LLC

The Company has and may at times in the future enter into agreements with White River Holdings LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination. On January 1, 2022, the Company entered into a consulting agreement with White River Holdings LLC whereby we paid White River Holdings a monthly consulting fee of $6,250, effective January 1, 2022, for 12 months. This consulting fee is not payable in cash to the Company until we raise a minimum of five million dollars of external capital. On February 1, 2022, White River Holdings LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-6.” On November 1, 2023, as part of the Business Combination, the notes and warrants held by White River Holdings LLC were converted into Class A Common Stock of the Company.

First Frontier Capital LLC

The Company may at times enter into financing agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer ~~and Chairman~~ of the Company. On February 1, 2022, First Frontier Capital LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-7.” On October 31, 2023, as part of the Business Combination, the notes and warrants held by First Frontier Capital LLC were converted into Class A Common Stock of the Company.

~~Related~~23 ~~Party~~Table ~~Loans~~of Contents

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $1,500,000 of such loans may be convertible into warrants at a price of $1T.~~00 per warrant (“Working Capital Loans”)~~R. ~~During~~Mining ~~the~~& ~~year~~Equipment ~~ended December 31, 2022, no amount was advanced and as of December 31, 2022, $0 is outstanding~~Ltd. ~~The advance bears no interest rate.~~

25The ~~Table~~Company may at times enter into agreements with T. R. Mining & Equipment Ltd., an entity owned 51% by a subsidiary of ~~Contents~~American Resources Corporation.

Administrative Services Arrangement

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. AsAt ~~of December~~the ~~31,~~date ~~2022~~of ~~and~~business ~~October 31~~combination, ~~2023,~~ the ~~effective~~services ~~date~~agreement ofterminated. ~~the~~As ~~business~~of both ~~combination~~years ~~and~~ended ~~termination~~December of31, ~~the~~2024 ~~services~~and ~~agreement~~2023, $120,000 ~~and $0~~, ~~respectively~~ is accrued and owed under this agreement.

Promissory Note — Related Party

On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $800,000 to cover expenses related to Initial Public Offering pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022. asFrom ofinception to date, $485,900 was advanced and repaid. As of both years ended December 31, ~~2022~~2024 and ~~2021~~2023, $~~239~~261,~~825~~243 ~~and $0~~ is ~~due to the Sponsor respectively~~outstanding.

Director Independence

Each of Julie Griffith, ~~Daniel~~Josh ~~Hasler~~Hawes, Roy Smith, and ~~Gary~~Ben ~~Ehlebracht~~Kincaid, the directors of the Company at December 31, ~~2023~~2024, are independent directors as defined by the NASDAQ Company Guide.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

~~B.F.~~CM3 ~~Borgers~~Advisory ~~CPA, PC~~ (PCAOB ID: ~~5041~~6866), services as the Company’s independent registered public accounting firm.

~~The following is a summary of fees paid or to be paid to~~ B.F. Borgers CPA, PC, or(PCAOB ~~B.F.~~ID: ~~Borgers~~5041), ~~for~~served ~~services~~as ~~rendered for~~ the ~~period~~Company’s ~~from~~independent ~~January~~registered 1,public ~~2023~~accounting ~~through~~firm ~~December~~during ~~31,~~ 2023.

	B.F. Borgers
Audit Fees	$	42,500
Audit-Related Fees	$	-
Tax Fees		-
All Other Fees		-
Total	$	42,500

The following is a summary of fees paid or to be paid to CM3 Advisory during 2024 and B.F. Borgers CPA, PC, or B.F. Borgers, for 2023.

	2024		2023
Audit Fees	$	107,000		46,000
Audit-Related Fees	$	-		-
Tax Fees		-		-
All Other Fees		-		-
Total	$	107,000		46,000

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Table of Contents

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

Tax Fees — This category consists of professional services rendered for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our ~~board~~Board of ~~directors~~Directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

2625 Table of Contents

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:

(1) The following Financial Statements are included in this Annual Report on Form 10-K in Item 8:

		Page
FINANCIAL STATEMENTS
Balance Sheet		F-2
Balance Sheets		F-2
Statement of Operations		F-3
Statements of Operations		F-3
Statement of Changes Stockholders' Deficit		F-4
Statements of Changes Stockholders' Equity		F-4
Statement of Cash Flows		F-5
Statements of Cash Flows		F-5

Schedules not listed above are omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements or the notes thereto.

(2) Financial Statement Schedules:

None.

27 Table of Contents

(3) Exhibits:

Exhibit Number		Description
3.1 (1)		Certificate of Incorporation
3.2 (2)		Amended & Restated Certificate of Incorporation
3.3 (1)		By-Laws
4.1 (1)		Specimen Unit Certificate
4.2 (1)		Specimen Class A Common Stock Certificate
4.3 (1)		Specimen Warrant Certificate
4.4 (1)		Warrant Agreement, dated March 17, 2021, by and between Registrant and Continental Stock Transfer & Trust Company, LLC
10.1 (2)		Letter Agreement, dated March 17, 2021, by and among Registrant and its officers, directors, and Sponsors
10.2 (2)		Investment Management Trust Agreement, dated March 17, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC
10.3 (2)		Registration Rights Agreement, dated March 17, 2021, by and among the Registrant and certain security holders
10.4 (2)		Administrative Support Agreement, dated March 17, 2021, by and between the Registrant and the American Resources Corporation
10.5 (2)		Private Placement Warrants Subscription Agreement, dated March 17, 2021, by and between the Registrant and the Sponsor
10.6 (2)		Representative Share Purchase Letter Agreement, dated March 16, 2021, by and between Registrant, Kingswood Capital Markets, divisions of Benchmark Investments Inc., and certain designees
10.7 (1)		Promissory Note issued to Sponsor
10.8 (1)		Form of Indemnity Agreement
10.9 (1)		Form of Securities Subscription Agreement between the Registrant and American Opportunity Ventures LLC
14 (1)		Form of Code of Ethics
14.1 (1)		Form of Code of Ethics
14.2		Insider Trading Policy
21.1		Subsidiaries of Registrant
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s annual report on Form 10-K for the period ended December 31, ~~2021~~2024, formatted in Inline XBRL (included in Exhibit 101 attachments).

* Filed herewith

** Furnished herewith

(1) Previously filed as an exhibit to our Form S-1, dated February 2, 2021, as amended, and incorporated by reference herein.

(2) Previously filed as an exhibit to our Current Report on Form 8-K filed on March 23, 2021, and incorporated by reference herein.

2826 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ROYALTY MANAGEMENT HOLDING CORPORATION
Date: April 16, 2024	By:	/s/ Thomas M. Sauve
Date: March 28, 2025	By:	/s/ Thomas M. Sauve
		Thomas M. Sauve, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the dates indicated.

Signature	Title	Date
/s/ Julie Griffith	Director	~~April~~March 1628, ~~2024~~2025
Julie Griffith
/s/ Roy Smith	Director	April 16, 2024
/s/ Josh Hawes	Director, Chairman of the Board	March 28, 2025
Josh Hawes
/s/ Roy Smith	Director	March 28, 2025
Roy Smith
/s/ Benjamin Wrightsman	Director	April 16, 2024
/s/ Ben Kincaid	Director	March 28, 2025
Benjamin Wrightsman
Ben Kincaid
/s/ Thomas M. Sauve	Chief Executive Officer/ Director (Principal Executive Officer and the	~~April~~March 1628, ~~2024~~2025
Thomas M. Sauve	Registrant’s authorized signatory in the United Sates)
/s/ Kirk P. Taylor	Chief Financial Officer	~~April~~March 1628, ~~2024~~2025
Kirk P. Taylor	(Principal Financial and Accounting Officer)

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