What changed in Royalty Management Holding Corp's 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Royalty Management Holding Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+34 added−29 removedSource: 10-K (2026-03-31) vs 10-K (2025-03-31)
Top changes in Royalty Management Holding Corp's 2025 10-K
34 paragraphs added · 29 removed · 26 edited across 3 sections
- Item 7. Management's Discussion & Analysis+21 / −20 · 17 edited
- Item 5. Market for Registrant's Common Equity+7 / −6 · 6 edited
- Item 1. Business+6 / −3 · 3 edited
Item 1. Business
Business — how the company describes what it does
3 edited+3 added−0 removed1 unchanged
Item 1. Business
Business — how the company describes what it does
3 edited+3 added−0 removed1 unchanged
2024 filing
2025 filing
Biggest changeThe model is to acquire and structure cashflow streams around assets that can support the communities by monetizing the current existing cash flow streams while identifying transitionary cash flow from the assets for the future. On March 20, 2025 we changed our state of incorporation from the State of Delaware to State of Florida.
Biggest changeThe model is to acquire and structure cashflow streams around assets that can support the communities by monetizing the current existing cash flow streams while identifying transitionary cash flow from the assets for the future.
On October 31, 2023, we consummated a merger with Royalty Management Corporation, an Indiana corporation (“RMC”), whereby RMC became a wholly owned subsidiary of RMCO. Through this combination, RMCO became a royalty company building shareholder value to benefit both its shareholders and communities by acquiring and developing high value assets in a variety of market environments.
On October 31, 2023, we consummated a merger with Royalty Management Corporation, an Indiana corporation (“RMC”), whereby RMC became a wholly owned subsidiary of RMHC. Through this combination, RMHC became a royalty company building shareholder value to benefit both its shareholders and communities by acquiring and developing high value assets in a variety of market environments.
ITEM 1. BUSINESS. All references to “we,” “us,” “our,” “RMCO” “Royalty”, or the “Company” in this Annual Report on Form 10-K mean Royalty Management Holding Corporation.
ITEM 1. BUSINESS. All references to “we,” “us,” “our,” “RMHC” “Royalty”, or the “Company” in this Annual Report on Form 10-K mean Royalty Management Holding Corporation.
Added
While we have a generally broad investment mandate across a spectrum of industries, RMHC tends to focus its investments more towards natural resources industries, such as energy and materials needed for infrastructure and high-value commercial and defense puposes, and investments in technologies and intellectual properties that support these industries.
Added
Example of these types of investments of the Company include (but are not limited to) investments in intellectual property around the refining of elements and critical minerals, ownership of real estate, infrastructure, permits, and properties that contain coal and other natural resources that can be extracted and mined for a royalty, investments in services businesses that, such as RMC Environmental Services LLC, that support infrastructure expansion, and investment in other companies that participate in natural resources and technologies.
Added
On March 20, 2025 we changed our state of incorporation from the State of Delaware to State of Florida.
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
6 edited+1 added−0 removed11 unchanged
Item 5. Market for Registrant's Common Equity
Market for Common Equity — stock, dividends, buybacks
6 edited+1 added−0 removed11 unchanged
2024 filing
2025 filing
Biggest changeWe have not paid any dividends in the past and do not have any current plans to pay any dividends in the future. 5 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans None.
Biggest changeAll dividends declared have been paid within 15 days of each quarter end through the date of this report. 5 Table of Contents Securities Authorized for Issuance Under Equity Compensation Plans None.
Upon our business combination, which became effective on October 31, 2023, our units commenced public trading on November 6, 2023. The following table sets forth information as reported by the Nasdaq Capital Markets for the high and low bid and ask prices for each of the eight quarters ending December 31, 2024 for our common stock.
Upon our business combination, which became effective on October 31, 2023, our units commenced public trading on November 6, 2023. The following table sets forth information as reported by the Nasdaq Capital Markets for the high and low bid and ask prices for each of the eight quarters ending December 31, 2025 for our common stock.
At December 31, 2024 and 2023, there were 1,607,886 and 0, respectively, shares of preferred stock issued or outstanding. Stock Warrants During 4 th quarter 2024, the Company issued 225,000 stock warrants for the Board of Directors compensation for 2024 and 2025.
At December 31, 2025 and 2024, there were 2,232,879 and 1,607,886, respectively, shares of preferred stock issued or outstanding. Stock Warrants During 4 th quarter 2024, the Company issued 225,000 stock warrants for the Board of Directors compensation for 2024 and 2025.
This number includes one position at Cede & Co., which includes an unknown number of shareholders holding shares of 94,261. The number of both shareholders of record and beneficial shareholders may change on a daily basis.
This number includes one position at Cede & Co., there are 94,261 shares where the number of shareholders is unknown. The number of both shareholders of record and beneficial shareholders may change on a daily basis.
High Low Quarters ending in 2023 March 31 $ 10.74 $ 10.00 June 30 10.30 10.13 September 30 11.25 10.26 December 31 22.97 1.48 Quarters ending in 2024 March 31 $ 2.30 $ 1.10 June 30 1.59 0.70 September 30 1.12 0.74 December 31 1.28 0.86 Holders As of December 31, 2024, there were 343 shareholders of record of our common stock.
High Low Quarters ending in 2024 March 31 $ 2.30 $ 1.10 June 30 1.59 0.70 September 30 1.12 0.74 December 31 1.28 0.86 Quarters ending in 2025 March 31 $ 1.24 $ 0.92 June 30 1.32 0.92 September 30 2.34 1.18 December 31 4.76 1.91 Holders As of December 31, 2025, there were 347 shareholders of record of our common stock.
As of December 31, 2024, the Company has repurchased a total of 31,177 shares of Common Stock at an average price of $0.9201 per share. 6 Table of Contents
As of December 31, 2025, the Company has repurchased a total of 193,052 shares of Common Stock, which represents a combination of 31,177 open market purchases and 161,875 shares purchased through private transactions. 6 Table of Contents
Added
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.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
17 edited+4 added−3 removed15 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
17 edited+4 added−3 removed15 unchanged
2024 filing
2025 filing
Biggest changeGAAP”). The preparation of financial statements in conformity with U.S. GAAP requires us to establish accounting policies and make estimates that affect amounts reported in our Consolidated Financial Statements. Note 2 of the Notes to Consolidated Financial Statements, which is incorporated by reference into this MD&A, describes the significant accounting policies we use in our Consolidated Financial Statements.
Biggest changeNote 2 of the Notes to Consolidated Financial Statements, which is incorporated by reference into this MD&A, describes the significant accounting policies we use in our Consolidated Financial Statements. An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on the Consolidated Financial Statements.
We are a blank check company incorporated in Delaware on January 20, 2021, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
We were a blank check company incorporated in Delaware on January 20, 2021, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
Total Other Income and Expense for the year ended December 31, 2024 were other income of $198,097, mostly from interest income, income from investment in FUB Mineral which is accounted for on the equity method of accounting, the fair value adjustments of warrant liabilities, and interest expense.
Total Other Income and Expense for the year ended December 31, 2024 were other income of $198,097, mostly from interest income, income from investment in FUB Mineral which is accounted for on the equity method of accounting, the fair value adjustments of warrant liabilities, and interest expense. Financial Condition.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important to understanding the results of our operations for the one-year period ended December 31, 2024 and our capital resources and liquidity as of December 31, 2024.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important to understanding the results of our operations for the one-year period ended December 31, 2025 and our capital resources and liquidity as of December 31, 2025.
Use of the terms “RMCO,” the “Company,” “we,” “us” and “our” in this discussion refer to Royalty Management Holding Corporation and its subsidiaries. Our fiscal year begins on January 1 and ends on December 31.
Use of the terms “RMHC,” the “Company,” “we,” “us” and “our” in this discussion refer to Royalty Management Holding Corporation and its subsidiaries. Our fiscal year begins on January 1 and ends on December 31.
On March 20, 2025 we changed our state of incorporation from the State of Delaware to State of Florida. 7 Table of Contents RESULTS OF OPERATIONS Year Ended December 31, 2024 compared to Year Ended December 31, 2023. Revenues. Revenues for the years ended December 31, 2024 and 2023 were $807,089 and $488,520, respectively.
On March 20, 2025 we changed our state of incorporation from the State of Delaware to State of Florida. 7 Table of Contents RESULTS OF OPERATIONS Year Ended December 31, 2025 compared to Year Ended December 31, 2024. Revenues. Revenues for the years ended December 31, 2025 and 2024 were $4,949,916 and $807,089, respectively.
We intend to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement units, our shares, debt or a combination of cash, shares and debt.
We intend to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement units, our shares, debt or a combination of cash, shares and debt. We effectuated our business combination with Royalty Management Corporation (“RMC”) on October 31, 2023.
The Company agreed to pay the Sponsor $10,000 per month for these services. At the date of business combination, the services agreement terminated. As of the year ended December 31, 2024, $120,000, is accrued and owed under this agreement. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our Consolidated Financial Statements are prepared in accordance with United States generally accepted accounting principles (“U.S.
The Company agreed to pay the Sponsor $10,000 per month for these services. At the date of business combination, the services agreement terminated. As of the year ended December 31, 2024, $120,000, is accrued and owed under this agreement.
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.
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.
The most significant accounting policies and estimates and their related application are discussed below. Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities.
Warrant Liability The Company accounts for the Warrants in accordance with the guidance contained in ASC 815 under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period.
The increase is due to increased volume for our environmental services subsidiary. Expenses. Total cost of revenues for the year ended December 31, 2024 and 2023 were $22,699 and $16,594, respectively. The increase is due to increased volume for our environmental services subsidiary. Total Operating Expenses for the year ended December 31, 2024 and 2023 were $1,096,748 and $777,600, respectively.
The increase is due to increased volume for our environmental services subsidiary. There was a new contract services agreement signed effective February 1, 2025. This new contract significantly increased the revenue for this subsidiary. Expenses. Total cost of revenues for the year ended December 31, 2025 and 2024 were $4,145,139 and $22,699, respectively.
Total Assets as of December 31, 2024 and 2023 amounted to $15,040,664 and $15,040,123, respectively. The increase in assets was due to an increase in accounts and interest receivables. Total Liabilities as of December 31, 2024 and 2023 amounted to $1,414,940 and $3,926,243, respectively.
Total Assets as of December 31, 2025 and 2024 amounted to $16,652,523 and $15,040,664, respectively. The increase in assets was primarily due to an increase in accounts receivable associated with the new contract services agreement. Total Liabilities as of December 31, 2025 and 2024 amounted to $2,966,716 and $1,414,940, respectively.
Total Other Income and Expense for the year ended December 31, 2023 were other expense of $807,971. The increase was primarily due to a gain on fair value of warrants liabilities, an increase in interest income, and a decrease in interest expense due to all convertible notes being converted at time of business combination. Financial Condition.
Total Other Income and Expense for the year ended December 31, 2025 were other expense of $433,273. The change was primarily due to a loss on fair value of warrants liabilities, and a decrease in interest expense due to Round B Notes Payable being converted to common stock on September 1, 2025.
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.
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.
An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on the Consolidated Financial Statements. Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results substantially different from those estimates.
Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results substantially different from those estimates. The most significant accounting policies and estimates and their related application are discussed below.
Management believes that the Company has sufficient liquidity to meet its obligations through at least the first quarter of 2026. In order to execute on its investment and growth plans, the Company will likely be required to raise additional proceeds, through the issuance of equity or debt securities.
As of December 31, 2025, the Company had positive working capital of $264,585, a cash balance of $133,064 and total positive cash flow for the year totaling $18,926. 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.
The primary driver for the decrease in liability balance was the conversions of accrued wages and notes payable to preferred stock shares. See Note 12 for additional information. LIQUIDITY AND CAPITAL RESOURCES The Company’s primary use of positive cash flow has been to fund corporate holding and public company costs.
The increase in liabilities was primarily due to an increase in accounts payable. LIQUIDITY AND CAPITAL RESOURCES The Company’s primary use of positive cash flow has been to fund corporate holding and public company costs. As of December 31, 2025, the Company had retained earnings of $504,698. The Company has limited financial resources.
Removed
The main reason for the increase to operating expenses were due to additional public company listing fees in addition to professional fees to keep the company compliant.
Added
The increase is due to increased volume for our environmental services subsidiary. The significant increase in expense is also due to the new contract services agreement signed effective February 1, 2025. Total Operating Expenses for the year ended December 31, 2025 and 2024 were $1,098,394 and $1,096,748, respectively. Operating expenses remained stabled during these two years.
Removed
As of December 31, 2024, the Company had retained earnings of $1,231,588. The Company has limited financial resources. As of December 31, 2024, the Company had a working capital deficit of $236,740, a cash balance of $114,138 and cash flow from operations totaling $690,443.
Added
While we anticipate generating sufficient cash from operations to meet our obligations and plans, if necessary, we can reduce investment expenditures or seek alternative financing to enhance our liquidity position. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements as of December 31, 2025 and 2024.
Removed
See Note 11 to the Company’s consolidated financial statements for more information on its Debt Facilities. OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements as of December 31, 2024 and 2023.
Added
On March 1, 2025, the Company and American Resources Corporation (“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.
Added
CRITICAL ACCOUNTING POLICIES AND ESTIMATES Our Consolidated Financial Statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires us to establish accounting policies and make estimates that affect amounts reported in our Consolidated Financial Statements.