What changed in Royalty Management Holding Corp's 10-K — 2022 vs 2023

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination.

The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time, and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Delaware law.

If we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None.

Each placement warrant will be identical to the warrants sold in this offering, except as described in this prospectus. The placement warrants were sold in a private.

Upon inception, our initial stockholders own an aggregate of 2,875,000 shares of our Class B common stock (up to 375,000 shares of which are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised) which will automatically convert into shares of our Class A common stock at the time of the consummation of our initial business combination on a one-for-one basis, subject to adjustment as described herein.

Use of Proceeds The proceeds raised through the unregistered sales of equity securities were for general and administrative uses as well as funding the Trust. Repurchases None. 39 Table of Contents

For the years ended December 31, 2022 and 2021, our activities have been target due diligence, legal and administrative costs. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. Revenues for the years ended December 31, 2022 and 2021 were $0, respectively. 41 Table of Contents Expenses. Total Operating Expenses for the year ended December 31, 2022 were $1,221,649.

The main driver of operating expenses were administrative and professional fees. Total Other Income for the period ended December 31, 2022 were $5,110,357, mostly from the fair value adjustments of warrant liabilities. Total Operating Expenses for the year ended December 31, 2021 were $1,016,819. The main driver of operating expenses were administrative and professional fees.

The redemptions were returned to the shareholders as prescribed in the initial offering documents. Total Liabilities as of December 31, 2022 amounted to $516,755. The primary drivers for the decrease in liability balance was fair value of warrant liability. Total Assets as of December 31, 2021 amounted to $107,186,710.

The primary driver for the higher asset balance was an increase in cash from sale of equity. Total Liabilities as of December 31, 2021 amounted to $8,898,244. The primary drivers for the decrease in liability balance was fair value of warrant liability.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts.

In the event that a Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.

Up to $800,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender. The warrants would be identical to the Private Warrants. We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public share of our common stock sold in the Initial Public Offering upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination. If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.

In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.