UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~September 30, 2025

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

For the transition period from _________ to _________

Commission file number: 001-40233

ROYALTY MANAGEMENT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Florida

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) (Zip Code)

(317) 855-9926

(Registrant’s telephone number, including area code)

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

	Trading	Name of each exchange on which
Title of each class	Symbol(s)	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

Indicate by check mark 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 such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging growth company	☒
Non-accelerated Filer	☒

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August~~November 813, 2025, 1415,~~724~~140,~~892~~734 shares of common stock, par value $0.0001 per share were issued and outstanding.

ROYALTY MANAGEMENT HOLDING CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Part I – Financial Information
	Item 1.	Interim Financial Statements
		Condensed Consolidated Balance Sheets (Unaudited)	5
		Condensed Consolidated Statements of Operation (Unaudited)	6
		Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	7
		Condensed Consolidated Statements of Cash Flows (Unaudited)	8
		Notes to Unaudited Condensed Consolidated Financial Statements	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2934
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3136
	Item 4.	Controls and Procedures	3237
Part II – Other Information
	Item 1.	Legal Proceedings	3338
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
	Item 1A.	Risk Factors	38
	Item 3.	Default upon Senior Securities	33
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
	Item 4.	Mine Safety Disclosures	33
	Item 3.	Default upon Senior Securities	38
	Item 5.	Other Information	33
	Item 4.	Mine Safety Disclosures	38
	Item 6.	Exhibits	34
	Item 5.	Other Information	38
Part III – Signatures			35
	Item 6.	Exhibits	39
Part III – Signatures			40

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy, plans and prospects, existing and prospective products, research and development costs, timing and likelihood of success, and plans and objectives of management for future operations and results, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described in the section titled “Risk Factors” in the 2024 10-K, filed March 28, 2025, and as further updated in this Report under Part II. Item 1A. “Risk Factors,” and in our other filings with the SEC, that may cause our actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking statements.

Table of Contents

These forward-looking statements are subject to numerous risks, including, without limitation, the following:

	·	expectations regarding Royalty Management Holding Corporation strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Royalty’s ability to invest in growth initiatives and pursue acquisition opportunities;

	·	limited liquidity and trading of Royalty’s securities;

	·	geopolitical risk and changes in applicable laws or regulations;

	·	the possibility that Royalty may be adversely affected by other economic, business, and/or competitive factors;

	·	operational risk;

	·	risk that a health crisis and/or pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on our business operations, as well as our financial condition and results of operations;

	·	cybersecurity risk; and

	·	litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Royalty’s resources.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

You should read this Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Where You Can Find More Information

All reports we file with the SEC are available for download free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC’s website at www.sec.gov. We also make electronic copies of our reports available for download, free of charge, through our website at https://www.royaltymgmtcorp.com/ as soon as reasonably practicable after filing such material with the SEC. Information contained on our website is not part of this Report.

Table of Contents

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

	June 30,			December 31,
	September 30,			December 31,
	2025			2024
ASSETS
Cash	$	146,728		$	114,138
Cash and Cash Equivalents	$	173,174		$	114,138
Accounts Receivable		13,~~951~~049,~~257~~122			180,881
Prepaid Insurance		-			3,626
Interest Receivable		~~326~~351,~~952~~019			260,069
Fee Income Receivable		1836,~~960~~349			194,482
Total Current Assets		23,~~443~~609,~~897~~664			753,196
Investments in Corporations and LLCs		10,~~240~~245,~~768~~372			10,235,925
Convertible Notes Receivable		1,430,000			1,430,000
Notes Receivable		262,905			93,422
Due from Related Party		~~316~~-			316
Intangible Assets, Net		1,~~944~~940,~~477~~765			1,972,899
Restricted Cash		195,350			195,350
Tools, Machinery & Equipment, Net		32,~~039~~643			3,832
Operating Lease Right-Of-Use Assets, Net		~~339~~330,~~377~~894			355,724
TOTAL ASSETS	$	1618,~~860~~017,~~129~~593		$	15,040,664
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Accounts Payable – Related Party	$	-		$	381,243
Accounts Payable		13,~~879~~041,~~870~~378			105,326
Due to Related Party		-			1,500
Current Portion of Operating Lease Liabilities		3536,~~199~~087			33,490
Notes Payable		~~250,000~~-			250,000
Dividends Payable		3736,~~410~~928			-
Accrued Expenses		~~280~~256,~~886~~160			218,377
Total Current Liabilities		23,~~483~~370,~~365~~553			989,936
Operating Lease Liabilities, Net of Current Portion		~~327~~317,~~360~~999			326,248
Fair Value Liability of Public Warrants		~~115~~265,~~566~~276			98,756
TOTAL LIABILITIES		23,~~926~~953,~~291~~828			1,414,940
COMMITMENTS AND CONTINGENCIES (Note 14)
STOCKHOLDERS’ EQUITY
Preferred Stock: $0.0001 par value; 5,000,000 shares authorized, 0 shares issued and outstanding for both June 30, 2025 and December 31, 2024		-			-
Preferred Stock: $0.0001 par value; 5,000,000 shares authorized, 0 shares issued and outstanding for both September 30, 2025 and December 31, 2024		-			-
Preferred Stock: $0.0001 par value; 5,000,000 shares authorized, 2,107,879 and 1,607,886 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		2,107,879			1,607,886
Preferred Stock: $0.0001 par value; 5,000,000 shares authorized, 2,170,379 and 1,607,886 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		2,170,379			1,607,886
Common Stock: $0.0001 par value; 100,000,000 shares authorized, 14,997,944 and 14,958,817 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively		1,500			1,496
Common Stock: $0.0001 par value; 100,000,000 shares authorized, 15,140,734 and 14,958,817 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		1,514			1,496
Treasury Stock: $0.0001 par value; 80,000 and 0 shares, respectively as of June 30, 2025 and December 31, 2024		(8	)		-
Dividends Declared		(74,338	)		-
Dividends Declared		(37,410	)		-
Additional Paid-In Capital		11,052,000			10,784,754
Additional Paid-In Capital		10,738,572			10,784,754
Retained Earnings		914,210			1,231,588
Retained Earnings		1,123,305			1,231,588
Total Stockholders’ Equity		14,063,765			13,625,724
Total Stockholders’ Equity		13,933,838			13,625,724
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	18,017,593		$	15,040,664
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	16,860,129		$	15,040,664

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.

Table of Contents

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

	For the Three Months EndedJune 30, 2025			For the Three Months EndedJune 30, 2024			For the Six Months EndedJune 30, 2025			For the Six Months EndedJune 30, 2024
	For the Three Months EndedSeptember 30, 2025			For the Three Months EndedSeptember 30, 2024			For the Nine Months EndedSeptember 30, 2025			For the Nine Months EndedSeptember 30, 2024
Environmental Services	$	1,~~302~~277,~~292~~925		$	~~228~~119,~~100~~510		$	23,~~200~~478,~~626~~551		$	~~364~~483,~~120~~630
Fee Income		2,389			3,623			47,~~779~~168			710,~~203~~826
Rental Income		22,500			22,500			4567,~~000~~500			4567,~~000~~500
TOTAL REVENUE		1,~~327~~302,~~181~~814			~~254~~145,~~223~~633			23,~~250~~553,~~405~~219			~~416~~561,~~323~~956
Cost of Revenue		(1,~~101~~156,~~994~~678	)		(135,~~380~~460	)		(12,~~767~~923,~~209~~888	)		(1621,~~072~~532	)
GROSS PROFIT		~~225~~146,~~187~~136			~~240~~140,~~843~~173			~~483~~629,~~196~~331			~~400~~540,~~251~~424
Intangibles Amortization Expense		(14,211	)		(14,211	)		(2842,~~423~~634	)		(2842,~~423~~634	)
Depreciation Expense		(396	)		(396	)		(~~793~~1,189	)		(~~793~~1,189	)
General and Administrative Expenses		(~~202~~200,~~218~~518	)		(~~189~~241,~~229~~250	)		(~~415~~616,~~636~~154	)		(~~314~~555,~~535~~785	)
Professional Fees		(5629,~~509~~381	)		(~~171~~53,~~906~~787	)		(~~197~~227,~~702~~083	)		(~~177~~231,~~601~~388	)
Total Operating Expenses		(~~273~~244,~~334~~506	)		(~~375~~309,~~742~~644	)		(~~642~~887,~~554~~060	)		(~~521~~830,~~352~~996	)
NET LOSS FROM OPERATIONS		(4898,~~147~~370	)		(~~134~~169,~~899~~471	)		(~~159~~257,~~358~~729	)		(~~121~~290,~~101~~572	)
OTHER INCOME (EXPENSE)
Interest Income		39,~~457~~283			3739,~~603~~090			77116,~~216~~499			73112,~~224~~314
Income from Investment		24,~~621~~603			1,~~363~~382			49,~~843~~447			24,~~692~~074
(Loss) Gain on Warrant Fair Value Adjustment		(36149,~~246~~710	)		2137,~~012~~296			(16166,~~810~~520	)		~~182~~219,~~167~~464
Interest Expense		(74,~~213~~901	)		(4227,~~839~~453	)		(1419,~~174~~075	)		(~~100~~128,~~986~~440	)
Total Other (Expenses) Income		(1110,~~381~~725	)		1750,~~139~~315			51(59,~~075~~649	)		~~157~~207,~~097~~412
NET (LOSS) INCOME		(49,528	)		(117,760	)		(108,283	)		35,996
NET LOSS		(209,095	)		(119,156	)		(317,378	)		(83,160	)
Weighted Average Shares Outstanding, Basic and Diluted		14,~~917~~931,~~944~~177			14,~~954~~948,~~504~~515			14,~~917~~925,~~944~~362			14,~~954~~709,~~504~~859
Basic and Diluted Net (Loss) Income Per Ordinary Share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	0.00
Basic and Diluted Net Loss Per Ordinary Share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.01	)

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.

Table of Contents

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

UNAUDITED

	Common Stock						Preferred Stock				Dividends			Additional Paid-In			Retained			Total Stockholders’
	Shares			Amount			Shares		Amount		Declared			Capital			Earnings			Equity
Balance December 31, 2023		14,270,761		$	1,427			-		-		-		$	9,766,604		$	1,345,849		$	11,113,880
Shares Issued for Purchase of Debt		233,334			23										349,977						350,000
Net Income																		153,756			153,756
Balance March 31, 2024		14,504,095			1,450			-		-		-			10,116,580			1,499,605			11,617,636
Shares Issued for Purchase of Debt		460,000			46										689,954						690,000
Share Buyback		(9,591	)		(1	)									(9,591	)					(9,592	)
Net Loss																		(117,760	)		(117,760	)
Balance June 30, 2024		14,954,504			1,495							-			10,796,943			1,381,845			12,180,284
Balance December 31, 2024		14,958,817			1,496			1,607,886		1,607,886					10,784,754			1,231,588			13,625,724
Shares Issued for Purchase of Debt								381,243		381,243											381,243
Shares Issued for Services								56,250		56,250											56,250
Share Buyback		(40,000	)		(4	)									(29,996	)					(30,000	)
Stock Compensation - Warrants															6,907						6,907
		19,311			2										(2	)					-
Preferred Stock – Stock Dividends		19,311			2										(2	)					-
Net Loss																		(58,755	)		(58,755	)
Balance March 31, 2025		14,938,128			1,494			2,045,379		2,045,379		-			10,761,663			1,172,833			13,981,369
Shares Issued for Services								62,500		62,500											62,500
Share Buyback		(40,000	)		(4	)									(29,996	)					(30,000	)
Stock Compensation - Warrants															6,907						6,907
Preferred Stock – Stock Dividends		19,816			2										(2	)					-
Dividends Declared												(37,410	)								(37,410	)
Net Loss																		(49,528	)		(49,528	)
Balance June 30, 2025		14,917,944			1,492			2,107,879		2,107,879		(37,410	)		10,738,572			1,123,305			13,933,838
Shares Issued for Services								62,500		62,500											62,500
Shares Issued for Conversion of Notes Payable		265,708			27										301,518						301,545
Shares Issued for Private Sales of Restricted Common Stock		26,316			3										49,997						50,000
Share Buyback		(81,875	)		(8	)									(44,992	)					(45,000	)
Stock Compensation - Warrants															6,905						6,905
Preferred Stock – Stock Dividends		12,641																			-
Dividends Declared												(36,928	)								(36,928	)
Net Loss																		(209,095	)		(209,095	)
Balance September 30, 2025		15,140,734			1,514			2,170,379		2,170,379		(74,338	)		11,052,000			914,210			14,063,765

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.

Table of Contents

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	For the SixMonths EndedJune 30,			For the SixMonths EndedJune 30,
	For the NineMonths EndedSeptember 30,			For the NineMonths EndedSeptember 30,
	2025			2024
Cash Flows from Operating Activities:
Net (Loss) Income	$	(108,283	)	$	35,996
Net Loss	$	(317,378	)	$	(83,160	)
Adjustments to Reconcile Net (Loss) Income to Net Cash Used in Operations
Adjustments to Reconcile Net Loss to Net Cash Used in Operations
Amortization Expense of Operating Lease Right-of-Use Assets		19,~~169~~178			23,~~682~~845
Amortization of Intangibles		2842,~~423~~634			2842,~~423~~634
Depreciation Expense		~~793~~1,189			~~793~~1,189
Issuance of Preferred Shares for Service		~~118~~181,~~750~~250			-396,166
Stock Compensation - Warrants		1320,~~813~~719			-
Fair Value Adjustment of Public Warrants		16166,~~810~~520			(65102,~~131~~428	)
Fair Value Adjustment of Private Warrants		-			(117,036	)
Changes in Operating Assets and Liabilities:
Accounts Receivable		(12,~~770~~868,~~376~~240	)		(9362,~~758~~057	)
Prepaid Insurance		3,626			(2623,~~710~~261	)
Rental Income Receivable		-			(2,500	)
Interest Receivable		(90,950	)		(111,859	)
Interest Receivable		(66,883	)		(72,937	)
Fee Income Receivable		158,133			(55,826	)
Fee Income Receivable		175,522			(37,203	)
Accounts Payable – Related Party		(381,243	)		-
Accounts Payable		12,~~774~~936,~~544~~052			6,~~859~~680
Due to Related Party		(1,~~500~~184	)		-340,000
Dividends Payable		3736,~~410~~928			-
Accrued Expenses		6237,~~509~~783			(~~351~~487,~~864~~518	)
Net Cash Used in Operating Activities		(7654,~~916~~983	)		(~~692~~252,~~386~~631	)
Cash Flows from Investing Activities
Investments in Corporations and LLCs		(49,~~843~~447	)		(24,~~692~~074	)
Investments in Convertible Notes Receivable		-			(30,000	)
Withdrawal from Notes Receivable		43,422			-
Investments in Notes Receivable		(212,906	)		(50,000	)
Net Cash Used in Investing Activities		(174,327	)		(82,692	)
Investment in Intangible Assets		(10,500	)		(125,000	)
Net Cash Used in Investing Activities		(189,431	)		(209,074	)
Cash Flows from Financing Activities:
Preferred Shares Issued for Purchase of Debt		381,243			-1,110,053
Common Shares Repurchased		(60105,000	)		(928,~~592~~687	)
Payments on Notes Payable		-			1,652,000
Shares Issued for Private Sale of Restricted Common Stock		50,000			-
Proceeds from Notes Payable		-			(1,013,658	)
Shares Issued for Conversion of Notes Payable		301,545			-
Dividends Paid to Shareholders		(37,410	)		-
Payments on Notes Payable		(250,000	)		(659,755	)
Net Cash Provided by Financing Activities		283,833			628,750
Dividends Paid to Shareholders		(74,338	)		-
Net Change in Cash		32,590			(146,328	)
Net Cash Provided by Financing Activities		303,450			421,611
Net Change in Cash		59,036			(40,094	)
Cash – Beginning of Period		309,488			372,286
Cash – Ending of Period	$	~~342~~368,~~078~~524		$	~~225~~332,~~958~~192
Supplemental Information
Shares Issued in Purchase of Debt		-			1,040,000
Cash Paid for Interest		-			-
Cash Paid for Taxes		-			-

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.

Table of Contents

ROYALTY MANAGEMENT HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

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 Business Combination with Royalty Management Corporation (“RMC”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”). On March 20, 2025, the Company changed its state of incorporation from the State of Delaware to State of Florida. The Company’s business model is to invest or purchase assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets. These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements of RMHC and its subsidiaries have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2025, are not necessarily indicative of the results that may be expected for the year ended December 31, 2025. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2024 as filed on March 28, 2025.

The Company’s financial statements subsidiaries include the accounts of 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.

Use of Estimates

The preparation of financial statements in conformity with 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.

Table of Contents

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

Earnings Per Share

Earnings Per Share

The Company’s basic earnings per share (“EPS”) amounts have been computed based on the average number of 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.

Related Party Policies

In accordance with 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 Board of Directors of the Company, as per internal policies.

Cash Equivalents and Concentration of Cash Balance

The Company considers all highly liquid 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 the federally insured limit of $250,000. As of ~~June~~September 30, 2025 and December 31, 2024, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Restricted Cash

At ~~June~~September 30, 2025 and December 31, 2024, RMC has $195,350 respectively, 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. (“McCoy”), a subsidiary of American Resources Corporation, which is a related party.

The following table sets forth a reconciliation of cash and restricted cash reported in the condensed consolidated balance sheet for the periods ended ~~June~~September 30, 2025 and December 31, 2024.

	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Cash and Cash Equivalents	$	~~146~~173,~~728~~174	$	114,138
Restricted Cash		195,350		195,350
Total Cash, Cash Equivalents, and Restricted Cash presented in the Statement of Cash Flows	$	~~342~~368,~~078~~524	$	309,488

Allowance for Credit Losses

In June 2016, FASB issued guidance ASC 326, “Credit Losses” 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 significant change in this 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 Company that are subject to the guidance in ASC 326 were trade accounts receivable and other accounts receivable, including interest, fees, convertible notes, and notes receivable.

Allowance for credit losses as of ~~June~~September 30, 2025 and December 31, 2024 amounted to $0 for both periods.

Property and Equipment

The Company records property and equipment at cost. For tools, machinery & equipment, depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of 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.

There was no impairment loss recognized during the three and ~~six~~nine month periods ending ~~June~~September 30, 2025 and 2024, respectively.

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

The estimated useful lives are as follows:

Tools, Machinery & Equipment

5 Years

Table of Contents

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

Beneficial Conversion Features of Convertible Securities

Beneficial Conversion Features of Convertible Securities

Conversion options 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.

All convertible notes outstanding were converted at the date of Business Combination. Principal and accrued interest were converted into common shares at $6.50 per share.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, “Revenue Recognition” from services provided when (a) persuasive evidence that an agreement exists; (b) the products or services has been delivered or completed; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured.

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 ~~June~~September 30, 2025, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa.

Deferred revenue of $17,643 is recorded at the year ended December 31, 2023, with $0 being recognized through ~~June~~September 30, 2024. Deferred revenue of $0 is recorded at the year ended December 31, 2024. This deferred revenue consists of an agreement with McCoy.

The following table disaggregates our revenue by major service line for the three months ended:

The following table disaggregates our revenue by major service line for the three months ended:

	September 30,		September 30,
	2025		2024
Environmental Services	$	1,277,925	$	119,510
Fee Income		2,389		3,623
Rental Income		22,500		22,500
Total Revenue		1,302,814		145,633

Interest Income from Interest Bearing Accounts		758		168
Notes Receivable Interest Income		38,525		38,922
Income from Investment		4,603		1,382
		43,886		40,472

	June 30,		June 30,
The following table disaggregates our revenue by major service line for the nine months ended:
	September 30,		September 30,
	2025		2024
Environmental Services	$	13,~~302~~478,~~292~~551	$	~~228~~483,~~100~~630
Fee Income		27,~~389~~168		310,~~623~~826
Rental Income		2267,500		2267,500
Total Revenue		13,~~327~~553,~~181~~219		~~254~~561,~~223~~956
Interest Income from Interest Bearing Accounts		~~874~~1,910		~~125~~455
Notes Receivable Interest Income		38114,~~583~~589		37111,~~478~~859
Income from Investment		29,~~621~~447		14,~~363~~074
		42,078		38,966
		125,946		116,388

The following table disaggregates our revenue by major service line for the six months ended:
	June 30,		June 30,
	2025		2024
Environmental Services	$	2,200,626	$	364,120
Fee Income		4,779		7,203
Rental Income		45,000		45,000
Total Revenue		2,250,405		416,323
Interest Income from Interest Bearing Accounts		1,152		287
Notes Receivable Interest Income		76,064		72,937
Income from Investment		4,843		2,692
		82,059		75,916

Table of Contents

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

Derivative Financial Instruments

Derivative Financial Instruments

The Company 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 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.

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.

Stock-based Compensation

Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award (generally 0 to 3 years) using the straight-line method.

On December 17, 2024, the Board of Directors approved compensation to each Director in the amount of 25,000 warrants for each 2024 and 2025 board service, both at an exercise price of $1.00 per share, with a 3-year term, and such warrants will be issued immediately. Stock-based 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.

Black-Scholes requires a number of assumptions, of which the most significant are expected volatility, expected option term (the time from the grant date until the options are exercised or expire) and risk-free rate. Expected volatility is determined by using the historical volatility for the Company. The risk-free interest rate is based on the yield of US treasury government bonds with a remaining term equal to the expected life of the option. The expected dividend yield is 0.~~833~~472% based on the Company’s current dividend rate of $0.01 per year, payable calendar quarterly.

Table of Contents

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

Income Taxes

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized.

The 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 740-10, 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 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.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company has recognized any interest and penalties related to any uncertain tax positions through its income tax expense.

The Company accounts for income taxes with the recognition of estimated 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 Company expects to file U.S. federal and various state income tax returns. The Company was formed in 2021 and has filed all required tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.

The provision for income taxes was deemed to be de minimis for the three and ~~six~~nine month periods ending ~~June~~September 30, 2025 and 2024.

Segment Information

The Company’s operations include corporate and three operating segments. The Company’s Chief Executive Officer, as its chief operating decision maker (“CODM”), manages and allocates resources to the operations of the Company based on the segment profit and loss statements. Segment asset information is not used by the CODM to allocate resources. This enables our Chief Executive Officer to assess our overall level of available resources and determine how best to deploy these resources across projects to monitor and evaluate overall company performance, allocating resources, and establishing management compensation in line with our long-term company-wide strategic goals.

Table of Contents

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

New Accounting Pronouncements

New Accounting Pronouncements

Management has determined that the impact of the following recent FASB pronouncements will not have a material impact on the financial statements.

In November of 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (280): Improvements to Reportable Segment Disclosures” ASU 2023-07. 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.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires enhanced annual disclosures with respect to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, and may be adopted on a prospective or retrospective basis. Early adoption is permitted. The Company is evaluating the impact of ASU 2023-07 on its consolidated financial statements and the related disclosures.

Table of Contents

NOTE 3 – INVESTMENTS IN CORPORATIONS AND LLCS

Investments in corporations and limited liability companies as of ~~June~~September 30, 2025 and December 31, 2024 consisted of the following:

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
FUB Mineral LLC	$	~~617~~621,~~063~~667	$	612,220
Ferrox Holdings Ltd.		9,623,705		9,623,705
Total Investments in Corporations and LLCs	$	10,~~240~~245,~~768~~372	$	10,235,925

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 for 38.45% of the membership interest. The investment in FUB is accounted for using the equity method of accounting. On February 1, 2022, the Company invested an additional $200,000 into FUB 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 income of $24,~~621~~603 and $1,~~363~~381, for the three-month periods ended ~~June~~September 30, 2025 and 2024, respectively. The Company recorded passthrough income of $49,~~843~~447 and $24,~~692~~074, for the ~~six~~nine-month periods ended ~~June~~September 30, 2025 and 2024, respectively.

Ferrox 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. The investment in Ferrox is 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 – CONVERTIBLE NOTES RECEIVABLE

Convertible notes receivable as of ~~June~~September 30, 2025 and December 31, 2024 consisted of the following:

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Heart Water Inc.	$	750,000	$	750,000
Ferrox Holdings Ltd		250,000		250,000
Advanced Magnetic Lab, Inc.		430,000		430,000
Total Convertible Notes Receivable	$	1,430,000	$	1,430,000

Heart Water Inc.

On 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 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.

Ferrox Holdings Ltd.

In March 2022 and September 2022, 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 166,667 common shares of Ferrox at each of the five dates of investment that took place during March and September 2022, for a total 833,335 common shares.

Table of Contents

NOTE 4 – CONVERTIBLE NOTES RECEIVABLE (cont.)

Advanced Magnetic Lab, Inc.

Advanced Magnetic Lab, Inc.

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. An additional Convertible Promissory Note issued in the amount of $15,000 on each 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 notes that were issued between December 21, 2022 and May 5, 2023 have an extended maturity date of March 18, 2027. 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 1.5% of the sales revenue received from sales of product(s) developed by AML from the use of the proceeds from the Convertible Promissory Notes.

NOTE 5 – NOTES RECEIVABLE

Notes receivable as of ~~June~~September 30, 2025 and December 31, 2024 consisted of the following:

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
American Resources Corporation	$	-	$	43,422
McCoy Elkhorn Coal LLC		99,375		-
Perry County Resources LLC		95,000		-
T. R. Mining & Equipment Ltd.		68,530		50,000
Total Notes Receivable	$	262,905	$	93,422

American Resources Corporation

On July 31, 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 that amount so far on behalf of American Resources Corporation. A note payable between the Company and American Resources Corporation 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, 2024, but was extended on July 30, 2024 to mature on July 31, 2026. There are no collateral or guarantees. The operator of the technology is a related entity and is described more in Note 11.

McCoy Elkhorn Coal LLC

On January 1, 2025, the Company and McCoy Elkhorn Coal LLC agreed to convert certain accrued fees due from McCoy Elkhorn Coal to the Company under a Promissory Note and Overriding Royalty Agreement to a promissory note with a principal amount of $50,662. The promissory note holds a 0% interest rate for the first 12 months, and then thereafter the interest rate is fixed at an annual 4.26% for the remainder of the term, which matures on January 1, 2027. The note has one balloon payment due at the end of the note term.

On January 1, 2025, the Company and McCoy Elkhorn Coal LLC agreed to convert certain accrued fees due from McCoy Elkhorn Coal to the Company under a General Indemnity and Supplemental Fee Agreement to a promissory note with a principal amount of $48,714. The promissory note holds a 9.39% annual interest rate and matures on January 1, 2027. The note has one balloon payment due at the end of the note term.

Perry County Resources LLC

On January 1, 2025, the Company and Perry County Resources LLC agreed to convert certain accrued fees due from Perry County Resources to the Company under a Sales Agreement to a promissory note with a principal amount of $95,000. The promissory note holds a 0% interest rate for the first 12 months, and then thereafter the interest rate is fixed at annual 4.26% for the remainder of the term, which matures on January 1, 2027. The note has one balloon payment due at the end of the note term.

T. R. Mining & Equipment Ltd.

On February 2, 2024 and February 29, 2024, April 4, 2024, May 7, 2024, and June 14, 2024, the Company invested the amount of $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. On February 10, 2025 an additional $3,500 was invested. On April 16, 2025, an additional $15,030 was invested. 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 11.

Table of Contents

NOTE 6 – INTANGIBLE ASSETS

Intangible assets as of ~~June~~September 30, 2025 and December 31, 2024 consisted of the following:

	June 30,2025			December 31,2024
	September 30,2025			December 31,2024
Mining Permit Package	$	68,739		$	68,739
MC Mining		149,150			149,150
Coking Coal Leasing LLC		1,540,331			1,540,331
RMC Environmental Services LLC		225,000			225,000
Heliponix LLC		100,000			100,000
Reelement Technologies Corporation		2535,~~000~~500			25,000
Less: Accumulated Amortization		(~~163~~177,~~743~~955	)		(135,321	)
Total Intangible Assets	$	1,~~944~~940,~~477~~765		$	1,972,899

Amortization expense – Intangible Assets totaled $14,211 at both the three-month periods ended ~~June~~September 30, 2025 and 2024. Amortization expense – Intangible Assets totaled $2842,~~423~~634 at both the ~~six~~nine-month periods ended ~~June~~September 30, 2025 and 2024.

Land Betterment Exchange (LBX)

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, 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 ~~June~~September 30, 2025. 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.

1617 Table of Contents

NOTE 6 – INTANGIBLE ASSETS (cont.)

Mining Permit Package

Mining Permit Package

On 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.

MC Mining

On 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.

Coking Coal Leasing LLC

On 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 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.

RMC Environmental Services LLC

On August 17, 2022, the Company formed RMC Environmental Services LLC (“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.

Heliponix LLC

On September 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.

The Company paid $100,000 to ANU, which thereby relieved eko from having to pay this amount to ANU. As a result of this consideration paid, eko assigned and set over to RMC 20.0% of the Pod Royalty sales (resulting from the Commercialization Agreement), and 20.0% of the Class B Units (from the Equity Award Agreement, which equates to 1,220 units). The intangible will be treated as an indefinite lived asset as the ongoing revenue sharing and royalty rights will remain in place as long as these contracts remain in place. The value of ANU’s Class B units received by the Company is considered nominal.

Reelement Technologies Corporation

On September 12, 2024, the Company into a Technology Development Services Agreement with ReElement Technologies Corporation (“ReElement”) whereby the Company will pay for certain research and development by ReElement to produce technologies related to the purification and separation of platinum group metals, gold, and silver from ore bodies and recycled products (the “PGM Technology”). The maximum total fees to be paid by RMC in connection with each of the deliverables and the services is an agreed-to-amount of up to $200,000. As of ~~June~~September 30, 2025, $25,000 has been invoiced and paid.

Concurrently, on September 12, 2024, 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.

On September 1, 2025, the Company entered into a Royalty Agreement with ReElement whereby RMC will provide payment of the patent development for ReElement in exchange for a royalty. The fees RMC will pay directly to a third-party vendor on behalf of ReElement will be for a twelve-month period beginning the date of the contract. These fees will be for the creation of the patent(s) utilized by ReElement. As of ~~June~~September 30, 2025, ~~future~~$10,500 ~~amortization~~has ~~expenses~~been ~~are~~invoiced and paid to the third-party vendor. RMC will receive a royalty from the gross sales resulting from ReElement’s use or license of the Intellectual Property equal to 2.5% occurring until RMC receives royalty payments to 115% of the fees paid, and then 0.50% occurring through the remainder of the royalty term. The intangible will be treated as ~~follows:~~an indefinite lived asset as the ongoing royalty rights will remain in place indefinitely.

Remainder of 2025			28,423
2026			56,846
2027			41,846
2028			11,846
2029			11,846
2030 and Thereafter			128,341
			279,148

As of September 30, 2025, future amortization expenses are as follows:

17 Table of Contents

Remainder of 2025			14,211
2026			56,846
2027			41,846
2028			11,846
2029			11,846
2030 and Thereafter			128,341
			264,936

NOTE 7 – PROPERTY AND EQUIPMENT

At June 30, 2025 and December 31, 2024, property and equipment were comprised of the following:

	June 30,2025			December 31,2024
Tools, Machinery & Equipment	$	7,928		$	7,928
Less: Accumulated Depreciation		(4,889	)		(4,096	)
Total Property and Equipment, Net	$	3,039		$	3,832

Depreciation expense amounted to $396 for both the three-month periods ended June 30, 2025, and 2024, respectively. Depreciation expense amounted to $793 for both the six-month periods ended June 30, 2025, and 2024, respectively.

Table of Contents

NOTE 7 – PROPERTY AND EQUIPMENT

At September 30, 2025 and December 31, 2024, property and equipment were comprised of the following:

	September 30, 2025			December 31, 2024
Tools, Machinery & Equipment	$	7,928		$	7,928
Less: Accumulated Depreciation		(5,285	)		(4,096	)
Total Property and Equipment, Net	$	2,643		$	3,832

Depreciation expense amounted to $396 for both the three-month periods ended September 30, 2025, and 2024, respectively. Depreciation expense amounted to $1,189 for both the nine-month periods ended September 30, 2025, and 2024, respectively.

NOTE 8 – LEASES

~~At June~~The ~~30,~~Company ~~2025~~determines ~~and~~if ~~December~~an ~~31,~~arrangement ~~2024,~~is ~~right~~a oflease at inception. Operating leases are included in right-of-use assets (“ROU”), operating lease liabilities, current, and operating lease liabilities, ~~were~~non-current. ~~comprised~~Leases with an initial term of 12 months or less are not recorded on the ~~following~~balance sheet. The components of lease expense included on the Company’s statements of operations were as follows:

	June 30,2025				December 31,2024
			For the Three Months Ended September 30,
Assets:
	Expense Classification		2025				2024
ROU Assets	$	421,550			$	421,550
Operating Lease Expenses:
Accumulated Amortization		(82,173	)			(65,826	)
Amortization of ROU Assets	General and Administrative		$	8,483			$	7,876
ROU Assets, Net		339,377				355,724
Accretion of Operating Lease Liabilities	General and Administrative			8,899				9,506
Liabilities
Total Operating Lease Expenses			$	17,382			$	17,382
Current:
Operating Lease Liabilities	$	35,199				33,490
Non-Current
Operating Lease Liabilities		327,360			$	326,248

		For the Three Months Ended June 30,
		For the Nine Months Ended September 30,
	Expense Classification	2025		2024
Operating Lease Expenses:
Amortization of ROU Assets	General and Administrative	$	824,~~275~~830	$	723,~~830~~491
Accretion of Operating Lease Liabilities	General and Administrative		927,~~107~~317		928,~~552~~656
Total Operating Lease Expenses		$	1752,~~382~~147	$	1752,~~382~~147

			For the Six Months Ended June 30,
Other information related to leases is as follows:	As of				As of
	Expense Classification		2025				2024
	September 30,				December 31,
Operating Lease Expenses:
	2025				2024
Amortization of ROU Assets	General and Administrative		$	16,347			$	15,615
Weighted-Average Remaining Lease Term: Operating Leases (in Years)		3.01				3.04
Accretion of Operating Lease Liabilities	General and Administrative			18,417				19,149
Weighted-Average Discount Rate: Operating Leases		10.00	%			10.00	%
Total Operating Lease Expenses			$	34,764			$	34,764

Other information related to leases is as follows:	As of			As of
	June 30,			December 31,
	2025			2024
Weighted-Average Remaining Lease Term: Operating Leases (in Years)		3.03			3.02
Weighted-Average Discount Rate: Operating Leases		10.00	%		10.00	%

Table of Contents

NOTE 8 – LEASES (cont.)

As of September 30, 2025, remaining maturities of lease liabilities were as follows:

As of June 30, 2025, remaining maturities of lease liabilities were as follows:

Remainder of 2025	17,373
2026	69,492
2027	69,492
2028	45,492
2029	45,492
2030 and Thereafter	365,730
Total Lease Payments	613,071
Less Imputed Interest	(258,985	)
Present Value of Lease Liabilities	354,086

Remainder of 2025	34,746
2026	69,492
2027	69,492
2028	45,492
2029	45,492
2030 and Thereafter	365,730
Total Lease Payments	630,444
Less Imputed Interest	(267,885	)
Present Value of Lease Liabilities	362,559

NOTE 9 – NOTES PAYABLE

As of ~~June~~September 30, 2025 and December 31, 2024, notes payable amounted to:

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Notes Payable – Round B	$	~~250,000~~-	$	250,000
Total Notes Payable	$	~~250,000~~-	$	250,000

As of June 30, 2025, remaining maturities of notes payable were as follows:

Remainder of 2025 250,000 250,000

20 Table of Contents

Notes Payable – Round B

These notes bear a 10% annual interest rate, compounded calendar quarterly. Accrued interest of $~~46,644~~0 and $32,470 was recorded at ~~June~~September 30, 2025 and December 31, 2024, respectively. The notes ~~issued~~were ~~under~~converted ~~Round~~to Bcommon ~~are~~stock ~~due~~at ~~two~~September ~~years from the date of issuance~~1, ~~in October~~ 2025.

Table of Contents

NOTE 10 – STOCKHOLDERS’ EQUITY

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 ~~June~~September 30, 2025 and December 31, 2024, there were 2,~~107~~170,~~879~~379 and 1,607,886, respectively, shares of preferred stock issued or outstanding, with issuances of Series A Preferred Stock coming from conversions of debts and fees payable to Series A Preferred Stock.

Common Stock - The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At ~~June~~September 30, 2025 and December 31, 2024, there were 1415,~~917~~140,~~944~~734 and 14,958,817, respectively shares of 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 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. At ~~June~~September 30, 2025, the Company has repurchased a total of ~~111~~193,~~777~~052 shares of its common stock, which represents a combination of 31,~~777~~177 open market purchases and 80161,~~000~~875 shares purchase through private transactions.

~~Dividends~~On –August ~~The~~29, ~~Board~~2025, ofthe ~~Directors~~Company ~~approved~~received ~~and declared a dividend of~~ $~~0.0025~~50,000 ~~per~~consideration ~~share~~and onissued ~~January 30~~26,316 ~~2025.~~shares ~~This~~of ~~resulted~~Common Stock in a ~~total~~privately ~~dividend~~negotiated oftransaction ~~$37,410~~with ~~being~~an ~~paid~~accredited oninvestor ~~July 14, 2025 to common stockholders on record~~ at ~~June~~$1.90 ~~30,~~per ~~2025~~share.

On September 1, 2025, holders of Round B Notes Payable agreed to convert the entire principal and accrued interest of the Notes into shares of Common Stock at a conversion price of $1.90 per share, resulting in 265,708 shares being issued.

Dividends – The Board of Directors approved and declared a dividend of $0.0025 per share on January 30, 2025 for each quarterly period ending June 30, 2025 through June 30, 2026. This resulted in a total dividend of $37,410 being paid on July 14, 2025 to common stockholders on record at June 30, 2025. A total dividend of $36,928 will be paid on October 10, 2025 to common stockholders on record at September 30, 2025.

Stock-based Compensation - Effective December 17, 2024, the 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.

Total stock-based compensation expense for warrants to directors was $6,907 and $0 for both the three month periods ended ~~June~~September 30, 2025 and 2024, respectively. Total stock-based compensation expense for warrants to directors was $1320,~~813~~721 and $0 for both the ~~six~~ nine-month periods ended ~~June~~September 30, 2025 and 2024, respectively. Stock-based compensation expense was charged to general and administrative expense.

As of ~~June~~September 30, 2025 and December 31, 2024, the Company has $5548,~~252~~343 and $75,971, 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 following table summarizes the activity of our stock warrants for the periods ended ~~June~~September 30, 2025 and December 31, 2024:

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
	Warrants		Exercise Price		Life in Years		Value
Outstanding December 31, 2024		225,000	$	1		2.96	$	82,878
Granted		-		-		-		-
Forfeited or Expired		-		-		-		-
Exercised		-		-		-		-
Outstanding March 31, 2025		225,000	$	1		2.71	$	67,470
Exercisable (Vested) – March 31, 2025		225,000	$	1		2.71	$	67,470
Granted		-		-		-		-
Forfeited or Expired		-		-		-		-
Exercised		-		-		-		-
Outstanding June 30, 2025		225,000	$	1		2.46	$	97,808
Exercisable (Vested) – June 30, 2025		225,000	$	1		2.46	$	97,808
Granted		-		-		-		-
Forfeited or Expired		-		-		-		-
Exercised		-		-		-		-
Outstanding September 30, 2025		225,000	$	1		2.21		266,412
Exercisable (Vested) – September 30, 2025		225,000	$	1		2.21		266,412

Table of Contents

NOTE 11 – 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. Furthermore, on October 31, 2023, as part of the Business Combination, Wabash Enterprises LLC and LRR became an owner of 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 Thomas Sauve is a director. 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.

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.

Table of Contents

NOTE 11 – RELATED PARTY TRANSACTIONS (cont.)

First Frontier Capital LLC

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 Common Stock of the Company.

T.R. Mining & Equipment Ltd.

The Company may at times enter into agreements with T. R. Mining & Equipment Ltd., an entity that has provided American Resources Corporation with certain sales rights.

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. At the date of the business combination, the services agreement terminated. The balance as of December 31, 2024 was $120,000. On March 1, 2025, the Company and ARC negotiated the settlement of $381,243 which includes $120,000 for the Administrative Services Arrangement and $261,243 for the Promissory Note – Related Party. In this settlement, the Company issued ARC 381,243 shares of Series A Preferred Stock in the Company.

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. From inception to date, $485,900 was advanced and repaid. As of ~~June~~September 30, 2025 and December 31, 2024, $0 and $261,243, respectively is outstanding for both periods.

NOTE 12 – WARRANTS

Upon the Company initial capitalization, private warrants were issued to its founding investors. Upon the Company’s initial public offering, public warrants were issued to the participating investors. Details of each are below.

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the 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 common stock upon exercise of a warrant unless the 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.

Table of Contents

NOTE 12 – WARRANTS (cont.)

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

if, and only if, the reported last sale price of the 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 to the warrant holders.

In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) 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 on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the 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 certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If 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 the Public Warrants.

Table of Contents

NOTE 12 – WARRANTS (cont.)

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

	September 30, 2025			December 31, 2024
Expected Dividend Yield		0.47	%		0.00	%
Expected volatility		29.47	%		25.02	%
Risk-Free Rate		3.73	%		4.25	%
Expected life of warrants		1.25			1.25

	June 30, 2025			December 31, 2024
							Weighted
Expected Dividend Yield		0.83	%		0.00	%
				Weighted			Average		Aggregate
Expected volatility		30.43	%		25.02	%
	Number of			Average			Contractual		Intrinsic
Risk-Free Rate		3.80	%		4.25	%
Public Warrants	Warrants			Exercise Price			Life in Years		Value
Expected life of warrants		1.25			1.25
Outstanding December 31, 2024		5,252,990		$	-			3.83	$	98,756
Exercisable (Vested) - December 31, 2024		5,252,990		$	-			3.83	$	98,756
Outstanding March 31, 2025		5,252,990		$	-			3.58	$	79,320
Exercisable (Vested) - March 31, 2025		5,252,990		$	-			3.58	$	79,320
Outstanding June 30, 2025		5,252,990		$	-			3.33	$	115,566
Exercisable (Vested) - June 30, 2025		5,252,990		$	-			3.33	$	115,566
Outstanding September 30, 2025		5,252,990		$	-			3.08		265,276
Exercisable (Vested) - September 30, 2025		5,252,990		$	-			3.08		265,276

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Public Warrants	Warrants		Exercise Price		Life in Years		Value
Private Warrants	Warrants		Exercise Price		Life in Years		Value
Outstanding December 31, 2024		53,~~252~~901,~~990~~201	$	-0.03		3.83	$	~~98,756~~-
Exercisable (Vested) - December 31, 2024		53,~~252~~901,~~990~~201	$	-0.03		3.83	$	~~98,756~~-
Outstanding March 31, 2025		53,~~252~~901,~~990~~201	$	-0.03		3.58	$	~~79,320~~-
Exercisable (Vested) - March 31, 2025		53,~~252~~901,~~990~~201	$	-0.03		3.58	$	~~79,320~~-
Outstanding June 30, 2025		53,~~252~~901,~~990~~201	$	-0.03		3.33	$	~~115,566~~-
Exercisable (Vested) - June 30, 2025		53,~~252~~901,~~990~~201	$	-0.03		3.33	$	~~115,566~~-
Outstanding September 30, 2025		3,901,201	$	0.03		3.08	$	-
Exercisable (Vested) - September 30, 2025		3,901,201	$	0.03		3.08	$	-

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Private Warrants	Warrants		Exercise Price		Life in Years		Value
Outstanding December 31, 2024		3,901,201	$	0.03		3.83	$	-
Exercisable (Vested) - December 31, 2024		3,901,201	$	0.03		3.83	$	-
Outstanding March 31, 2025		3,901,201	$	0.03		3.58	$	-
Exercisable (Vested) - March 31, 2025		3,901,201	$	0.03		3.58	$	-
Outstanding June 30, 2025		3,901,201	$	0.03		3.33	$	-
Exercisable (Vested) - June 30, 2025		3,901,201	$	0.03		3.33	$	-

Table of Contents

NOTE 13 – FAIR VALUE MEASUREMENTS

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.

The fair 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:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

On October 18, 2021, the Company acquired 250,000 LBX Tokens which were initially recorded at their purchase price of $8 per token. During 2022, the 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 amount of $2,000,000 and 76,924 warrants (Warrant “A-2”) were issued to Westside Advisors LLC. The note and the warrant were converted into shares of the Company as part of the Business Combination on October 31, 2023. The balance is $0 at both ~~June~~September 30, 2025 and December 31, 2024, respectively.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at ~~June~~September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description

Level

~~June~~September 30, 2025

December 31, 2024

Liabilities:

Warrant Liability – Public Warrants

~~115~~265,~~566~~276

98,756

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying ~~June~~September 30, 2025 and December 31, 2024 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 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-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.

Table of Contents

NOTE 13 – FAIR VALUE MEASUREMENTS (cont.)

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

	Private Placement			Public			Warrant Liabilities
Fair Value as of January 1, 2024	$	117,036		$	157,584		$	274,620
Change in Valuation Inputs or Other Assumptions		(117,036	)		(58,828	)		(175,864	)
Fair Value as of December 31, 2024		-			98,756			98,756

	Private Placement		Public		Warrant Liabilities
Fair Value as of January 1, 2025	$	-	$	98,756	$	98,756
Change in Valuation Inputs or Other Assumptions		-		16166,~~810~~520		16166,~~810~~520
Fair Value as of June 30, 2025		-		115,566		115,566
Fair Value as of September 30, 2025		-		265,276		265,276

Table of Contents

NOTE 14 – COMMITMENTS AND CONTINGENCIES

In the course of 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.

Right of First Refusal

For a period beginning on March 21, 2021 and ending 24 months from the closing of a business combination, we have granted the Representative a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

NOTE 15 – SEGMENT ~~REPORT~~INFORMATION

~~The~~In ~~Company operates and evaluates~~ its ~~business~~operation asof ~~a single reportable segment. This segment invests or purchases assets that have near and medium-term income potential to provide~~ the ~~Company with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets. This single segment is identified because it engages in~~ business, ~~activities in which it generates revenues and expenses~~management, ~~its~~including ~~performance~~our ~~is reviewed by the Company’s Chief Executive Officer who is the~~ chief operating decision maker ~~(“CODM”)~~, ~~and~~who ~~it has distinct financial information available. The CODM assesses performance of the reportable segment and decides how to allocate resources based on consolidated net income, which~~ is also ~~reported~~our onCEO, ~~the~~reviews ~~consolidated~~certain ~~statements~~financial ~~of operations. The CODM uses this~~ information, toincluding ~~compare~~segmented ~~actual~~internal ~~results~~profit ~~against expectations in assessing the performance of the segment. The Company’s long-lived assets~~ and ~~its~~loss ~~revenues are located in the United States~~statements. ~~The~~All ~~accounting policies of~~ the ~~reportable~~revenue ~~segment~~generating ~~are~~activity ~~the~~is ~~same~~undertaken asand ~~those described in Note 2. The total segment~~ assets are ~~the~~held ~~same~~in aseastern ~~the~~Kentucky, ~~consolidated~~Indiana, ~~total~~and ~~assets~~Limpopo, ~~reported~~South ~~on the consolidated balance sheets~~Africa. ~~Refer to the consolidated statements of operations for the details of this reportable segment.~~

~~NOTE~~For 16all –of ~~SUBSEQUENT~~the ~~EVENTS~~segments, the CODM uses segment operating income (loss) in the annual budgeting and forecasting process. The CODM considers profit measures when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income to assess the performance for each segment by comparing the results and return on assets of each segment with one another.

OnAs ~~July~~the 2Company’s business units continue to mature and commercialize, management evaluates its operating and reportable segments on a quarterly basis. During the third quarter of 2025, the Company ~~completed~~realigned its ~~purchase~~internal ofreporting ~~161,875~~structure ~~common~~to ~~stock~~better ~~shares~~reflect ~~from~~how athe ~~shareholder~~CODM ~~through~~assesses aperformance ~~privately~~and ~~negotiated~~allocates ~~transaction~~resources. ~~The~~This ~~common~~resulted ~~stock,~~in ~~along~~a ~~with~~change in the ~~31,177~~Company’s ~~shares~~reportable ofsegments ~~common~~to ~~stock~~provide ~~the~~greater ~~Company~~transparency ~~purchased~~into inits ~~the~~operations. ~~open~~The ~~market~~change ~~thus~~has ~~far,~~no ~~have~~impact ~~been~~on ~~transferred~~the toconsolidated ~~our~~financial ~~transfer~~statements, ~~agent~~ and ~~retired~~prior ~~from~~period ~~the~~segment ~~shares~~information ~~outstanding~~has ofbeen recast to conform to the ~~Company.~~current period presentation.

During the periods presented, we reported our financial performance based on the following segments: Corporate, Royalty Management Corporation (RMC), RMC Environmental Services (RMCES) and Vault Holding Corporation (Vault).

Our reportable segments are described below.

Corporate - Includes metal recovery revenue and direct cost of sales related to the maintenance of mining operations in connection with the Share Exchange Agreement with Quest Energy. In addition, certain costs areincurred at a corporate level and allocated to our segments. These allocated costs generally include corporate overhead and administrative support costs incurred as a part of a corporate program. Each allocation ismeasured differently based on the specific facts and circumstances of the costs being allocated and is generally based on relative gross margin or relative headcount.

RMC – 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.

RMCES – Environmental services business that supports residential, municipal, and commercial development.

Vault – Holds a contract to manage the electrical power account for a coal mining complex in Perry County, Kentucky. The Company plans to leverage this power infrastructure to support digital currency operations, including hosting or managing mining activities.

The accounting policies of our reportable segments are the same as those described in the “Summary of Significant Accounting Policies” for the Company.

Revenue and costs are generally directly attributed to our segments. However, due to the integrated structure of our business, certain revenue recognized and costs incurred by one segment may benefit other segments.

Table of Contents

The tables below present information about reported segments for the three and nine months ending:

	Three Months Ended September 30, 2025
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services		Vault Holding Corporation			Consolidated
Revenues	$	-		$	9,889		$	1,277,925	$	15,000		$	1,302,814

Gross Profit		-			9,889			121,247		15,000			146,136

Operating Income (Loss)	$	(125,017	)	$	(15,970	)	$	48,285	$	(5,668	)	$	(98,370	)

	Nine Months Ended September 30, 2025
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services		Vault Holding Corporation			Consolidated
Revenues	$	-		$	29,668		$	3,478,551	$	45,000		$	3,553,219

Gross Profit		-			29,668			554,663		45,000			629,331

Operating Income (Loss)	$	(508,942	)	$	(87,712	)	$	357,266	$	(18,341	)	$	(257,729	)

	Three Months Ended September 30, 2024
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services		Vault Holding Corporation			Consolidated
Revenues	$	-		$	11,123		$	119,510	$	15,000		$	145,633

Gross Profit		-			11,123			114,050		15,000			140,173

Operating Income (Loss)	$	(118,221	)	$	(94,585	)	$	49,067	$	(5,732	)	$	(169,471	)

	Nine Months Ended September 30, 2024
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services		Vault Holding Corporation			Consolidated
Revenues	$	-		$	33,326		$	483,630	$	45,000		$	561,956

Gross Profit		-			33,326			462,098		45,000			540,424

Operating Income (Loss)	$	(428,754	)	$	(128,838	)	$	286,972	$	(19,952	)	$	(290,572	)

Table of Contents

A reconciliation of total segment revenues to total consolidated revenues and of total segment gross margin and segment operating income (loss) to total consolidated income (loss), for the three and nine months ended September 30, 2025 and 2024, is as follows:

	For the Three Months Ended September 30, 2025
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services			Vault Holding Corporation			Consolidated
Environmental Services	$	-		$	-		$	1,277,925		$	-		$	1,277,925
Fee Income		-			2,389			-			-			2,389
Rental Income		-			7,500			-			15,000			22,500

Total Revenue	$	-		$	9,889		$	1,277,925		$	15,000		$	1,302,814
Cost of Revenue		-			-			(1,156,678	)		-			(1,156,678	)

Gross Profit		-			9,889			121,247			15,000			146,136

Intangibles Amortization Expense		-			(14,211	)		-			-			(14,211	)
Depreciation Expense		-			-			-			(396	)		(396	)
General and Administrative Expenses		(97,886	)		(11,648	)		(72,962	)		(18,022	)		(200,518	)
Professional fees		(27,131	)		-			-			(2,250	)		(29,381	)
Total Operating Expenses		(125,017	)		25,859			(72,962	)		(20,668	)		(244,506	)
Segment Net Income (Loss) from Operations	$	(125,017	)	$	(15,970	)	$	48,285		$	(5,668	)	$	(98,370	)

Reconciliation to Net Income (Loss):
Other Income (Expense)
Interest income		-			39,283			-			-			39,283
Income from Investment		-			4,603			-			-			4,603
Gain (Loss) on Warrant Fair Value Adjustment		(149,710	)		-			-			-			(149,710	)
Interest Expense		-			(4,901	)		-			-			(4,901	)
Total Other Income (Expense)		(149,710	)		38,985			-			-			(110,725	)

Net Income (Loss)	$	(274,727	)	$	23,015		$	48,285		$	(5,668	)	$	(209,095	)

Table of Contents

	For the Nine Months Ended September 30, 2025
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services			Vault Holding Corporation			Consolidated
Environmental Services	$	-		$	-		$	3,478,551		$	-		$	3,478,551
Fee Income		-			7,168			-			-			7,168
Rental Income		-			22,500			-			45,000			67,500

Total Revenue	$	-		$	29,668		$	3,478,551		$	45,000		$	3,553,219
Cost of Revenue		-			-			(2,923,888	)		-			(2,923,888	)

Gross Profit		-			29,668			554,663			45000			629,331

Intangibles Amortization Expense		-			(42,634	)		-			-			(42,634	)
Depreciation Expense		-			-			-			(1,189	)		(1,189	)
General and Administrative Expenses		(294,264	)		(74,746	)		(197,398	)		(49,746	)		(616,154	)
Professional fees		(214,678	)		-			-			(12,405	)		(227,083	)
Total Operating Expenses		(508,942	)		(117,380	)		(197,398	)		(63,340	)		(887,060	)

Segment Net Income (Loss) from Operations	$	(508,942	)	$	(87,712	)	$	357,265		$	(18,340	)	$	(257,729	)

Reconciliation to Net Income (Loss):
Other Income (Expense)
Interest income		-			116,499			-			-			116,499
Income from Investment		-			9,447			-			-			9,447
Gain (Loss) on Warrant Fair Value Adjustment		(166,520	)		-			-			-			(166,520	)
Interest Expense		-			(19,075	)		-						(19,075	)
Total Other Income (Expense)		(166,520	)		106,871			-			-			(59,649	)

Net Income (Loss)	$	(675,462	)	$	19,159		$	357,265		$	(18,340	)	$	(317,378	)

Table of Contents

	For the Three Months Ended September 30, 2024
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services			Vault Holding Corporation			Consolidated
Environmental Services	$	-			-			119,510			-		$	119,510
Fee Income		-			3,623			-			-			3,623
Rental Income		-			7,500			-			15,000			22,500
Total Revenue	$	-		$	11,123		$	119,510		$	15,000		$	145,633
Cost of Revenue		-			-			(5,460	)		-			(5,460	)
Gross Profit		-			11,123			114,050			15,000			140,173
Intangibles Amortization Expense		-			(14,211	)		-			-			(14,211	)
Depreciation Expense		-			-			-			(396	)		(396	)
General and Administrative Expenses		(72,985	)		(91,497	)		(63,783	)		(12,985	)		(241,250	)
Professional fees		(45,237	)		-			(1,200	)		(7,350	)		(53,787	)
Total Operating Expenses		(118,222	)		(105,708	)		(64,983	)		(20,731	)		(309,644	)
Segment Net Income (Loss) from Operations	$	(118,222	)	$	(94,585	)	$	49,067		$	(5,731	)	$	(169,471	)
Reconciliation to Net Income (Loss):
Other Income (Expense)
Interest income		-			39,090			-			-			39,090
Income from Investment		-			1,382			-			-			1,382
Gain (Loss) on Warrant Fair Value Adjustment		37,296			-			-			-			37,296
Interest Expense		-			(27,453	)		-			-			(27,453	)
Total Other Income (Expense)		37,296			13,019			-			-			50,315
Net Income (Loss)	$	(80,926	)	$	(81,566	)	$	49,067		$	(5,731	)	$	(119,156	)

Table of Contents

	For the Nine Months Ended
	September 30, 2024
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services			Vault Holding Corporation			Consolidated

Environmental Services	$	-		$	-			483,630			-			483,630
Fee Income		-			10,826			-			-			10,286
Rental Income		-			22,500			-			45,000			67,500

Total Revenue	$	-		$	33,326		$	483,630		$	45,000		$	561,956
Cost of Revenue		-			-			(21,532	)		-			(21,532	)

Gross Profit		-			33,326			462,098			45,000			540,424

Intangibles Amortization Expense		-			(42,634	)		-			-			(42,634	)
Depreciation Expense		-			-			-			(1,189	)		(1,189	)
General and Administrative Expenses		(218,763	)		(119,530	)		(173,926	)		(43,566	)		(555,785	)
Professional Fees		(209,991	)		-			(1,200	)		(20,197	)		(231,388	)
Total Operating Expenses		(428,754	)		(162,164	)		(175,126	)		(64,952	)		(830,996	)

Segment Net Income (Loss) from Operations	$	(428,754	)	$	(128,838	)	$	286,972		$	(19,952	)	$	(290,572	)

Reconciliation to Net Income (Loss):
Other Income (Expense)
Interest income		-			112,314			-			-			112,314
Income from Investment		-			4,074			-			-			4,074
Gain (Loss) on Warrant Fair Value Adjustment		219,464			-			-			-			219,464
Interest Expense		-			(128,440	)								(128,440	)
Total Other Income (Expense)		219,464			(12,052	)		-			-			207,412

Net Income (Loss)	$	(209,290	)	$	(140,890	)	$	286,972		$	(19,952	)	$	(83,160	)

Assets are not allocated to segments for internal reporting presentations. Total assets, by segment were as follows:

	September 30, 2025		December 31, 2024
Corporate - RMHC	$	22,473	$	316
Royalty Management Corporation - Investments		13,207,352		13,058,839
RMC Environmental Services		3,120,220		342,346
Vault Holding Corporation		1,667,548		1,639,163
Consolidated	$	18,017,593	$	15,040,664

NOTE 16 – SUBSEQUENT EVENTS

The Board of Directors approved and declared a dividend of $0.0025 per share on January 30, 2025 for each quarterly period ending June 30, 2025 through June 30, 2026. A total dividend of $36,928 was paid on October 10, 2025 to common stockholders on record at September 30, 2025.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Special Note Regarding Forward-Looking Statements

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

Overview

American Acquisition Opportunity Inc was a blank check company organized on January 20, 2021 under the laws of the State of Delaware and effectuated its combination with Royalty Management Corporation (“RMC”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”). On March 20, 2025, the Company changed its state of incorporation from the State of Delaware to State of Florida. The Company’s business model is to invest or purchase assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets. These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies.

2934 Table of Contents

Results of Operations

Our total operating revenues for the three and ~~six~~nine months ended ~~June~~September 30, 2025, were $1,~~327~~302,~~182~~815 and $23,~~250~~553,~~405~~219, respectively, and $~~254~~145,~~223~~632 and $~~416~~561,~~323~~956, respectively for the three and ~~six~~nine months ended ~~June~~September 30, 2024. Our revenues are derived from income received from our various investments and the majority of the increase in revenue over the period was primarily due to additional business obtained through the Company’s wholly owned subsidiary, RMC Environmental Services LLC, which signed a new contractor services agreement with a new customer.

Our total cost of revenues for the three and ~~six~~nine months ended ~~June~~September 30, 2025, were $1,~~101~~156,~~994~~678 and $12,~~767~~923,~~209~~888, respectively and $135,~~380~~460 and $1621,~~072~~532, respectively for the three and ~~six~~nine months ended ~~June~~September 30, 2024. The primary driver in this increase is the result of the new business contract with RMC Environmental services mentioned above.

Our total operating expenses for the three and ~~six~~nine months ended ~~June~~September 30, 2025, were $~~273~~244,~~335~~507 and $~~642~~887,~~554~~060, respectively and $~~375~~309,~~742~~644 and $~~521~~830,~~352~~996, respectively for the three and ~~six~~nine months ended ~~June~~September 30, 2024. There was a decrease to total operating expenses during the three months ended ~~June~~September 30, 2025 due to a decrease in general and administrative and professional fees. There was an increase in total operating expenses for the ~~six~~nine months ended ~~June~~September 30, 2025 due to an increase in general and administrative expenses and professional fees.

Total other expenses and income for the three months ended ~~June~~September 30, 2025 and 2024, were other expenses of $1110,~~381~~725 and other income of $1750,~~138~~315, respectively. Total other expenses and income for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, were other expenses of $5159,~~075~~650 and other income of $~~157~~207,~~097~~412, respectively. The primary reasons for the decrease were due to losses on warrant fair value adjustment and a decrease in interest expense due to lower note balances during 2025.

Total net loss for the three and ~~six~~nine months ended ~~June~~September 30, 2025, were $49209,~~528~~095 and $~~108~~317,~~283~~378, respectively. Total net (loss) ~~income~~ for the three and ~~six~~nine months ended ~~June~~September 30, 2024, were $~~117~~119,~~760~~156 ~~of net loss~~ and $3583,~~996 of net income~~160, respectively.

Liquidity and Capital Resources

The Company’s primary use of positive cash flow has been to provide capital for new investments, increase investment into existing holdings of the Company, discretionary repurchase of Company stock under the existing share repurchase program, pay our quarterly dividend of $0.025 per share, and fund corporate holding and public company costs. As of ~~June~~September 30, 2025, the Company had retained earnings of $1914,~~123,305~~210. While the Company may have limited financial resources, management believes it has sufficient liquidity to accomplish its primary uses of capital from cash flow. As of ~~June~~September 30, 2025, the Company has positive working capital of $239,111, a cash balance of $~~146~~173,~~728~~174 and positive total cash flow of $3259,~~589~~036 for the ~~six~~nine months ended ~~June~~September 30, 2025. In order to execute on its investment and growth plans, the Company will likely be required to raise additional proceeds, through the issuance of equity or debt securities. See Note 9 to the Company’s consolidated financial statements for more information on its Debt Facilities.

Dividends

We paid dividends totaling $3736,~~410~~928 ($0.0025 per share) for the Company’s ~~second~~third quarter 2025 dividend payment (for the three months ended ~~June~~September 30, 2025). On January 30, 2025, our Board of Directors authorized the Company to pay a $0.01 per share dividend for the next four calendar quarters starting on June 30, 2025 and ending on June 30, 2026, and may continue to authorize additional dividend payments thereafter.

3035 Table of Contents

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Please refer to the Critical Accounting Policies and Estimates of the 2024 10-K as filed on March 28, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

3136 Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. GAAP.

With respect to the period ending ~~June~~September 30, 2025, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

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

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

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

3237 Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Default upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None.

3338 Table of Contents

Item 6. Exhibits

The following exhibits are filed herewith:

No.		Description of Exhibit
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 Common Stock Certificate
4.3(1)		Specimen Warrant Certificate
4.4(2)		Warrant Agreement, dated March 17, 2021, by and between Registrant and Continental Stock Transfer & Trust Company, LLC
21.1		List of Subsidiaries of Registrant
31.1*		Rule 13a-14(a)/15d-14(a) Certification (CEO)
31.2*		Rule 13a-14(a)/15d-14(a) Certification (CFO)
32.1**		Section 1350 Certification (CEO)
32.2**		Section 1350 Certification (CFO)
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 quarterly report on Form 10-Q for the period ended ~~June~~September 30, 2025, 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.

3439 Table of Contents

PART III – SIGNATURES

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Royalty Management Holding Corporation
	By:	/s/ Thomas M. Sauve
	Name:	Thomas M. Sauve
	Title:	Chief Executive Officer
	Date:	~~August~~November 813, 2025
	By:	/s/ Amanda Kruse
	Name:	Amanda Kruse
	Title:	Chief Financial Officer
	Date:	~~August~~November 813, 2025

3540

Filing Compare · Royalty Management Holding Corp