What changed in Royalty Management Holding Corp's 10-K — 2023 vs 2024

Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the land holdings and resources industry in the United States.

We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Warrants, our capital stock, debt or a combination of cash, stock and debt. 4 Table of Contents

Upon our business combination, which became effective on October 31, 2023, our units commenced public trading on November 6, 2023. As of December 31, 2023, there were 342 shareholders of record of our common stock. This number includes one position at Cede & Co., which includes an unknown number of shareholders holding shares of 94,261.

Stock Performance Graph High Low Quarters ending in 2022 March 31 $ 11.41 $ 9.535 June 30 11.24 10.01 September 30 10.32 10.05 December 31 10.43 9.97 Quarters ending in 2023 March 31 $ 10.37 $ 10.15 June 30 10.30 10.18 September 30 10.92 10.31 December 31 11.19 1.59 6 Table of Contents Recent Sales of Unregistered Sales of Equity Securities None.

Use of Proceeds None. Repurchases None. 7 Table of Contents

We generated non-operating income in the form of interest income on marketable securities held in the trust account. 9 Table of Contents Expenses. Total Operating Expenses for the year ended December 31, 2023 and 2022 were $2,048,531 and $3,647,578, respectively. The main driver of operating expenses were administrative, professional fees, and salaries.

The large decrease in assets was due to trust redemptions of $7,613,762. Total Liabilities as of December 31, 2023 and 2022 amounted to $3,990,542 and $8,542,465, respectively. The primary drivers for the decrease in liability balance was the conversions of convertible notes payable and redemption of deferred underwriter commissions.

LIQUIDITY AND CAPITAL RESOURCES In March 2021, the initial stockholders purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On March 17, 2021, we consummated an initial public offering of 10,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $100,000,000 (the “Initial Public Offering”).

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 3,800,000 Private Warrants to our initial stockholders generating gross proceeds of $3,800,000. Following the Initial Public Offering and the sale of the Private Warrants, a total of $101,000,000 was placed in the trust account.

We incurred $3,910,297 in Initial Public Offering related costs, including $3,500,000 of underwriting fees and $410,297 of other costs. For the period from its inception though June 30, 2021, cash used in operating activities was $618,833 mostly from administrative and due diligence costs.

Cash generated from financing activities were $102,414,704 related to the proceeds of our Initial Public Offering and sale of Private Warrants. On March 29, 2022 - trust redemption of $90,334,512,92, reducing the trust account balance to $15,788,742.13.

The redemption was allowed under initial offering documents at the time of trust extension which was necessary because a business combination had not been completed. On September 28, 2022, a second trust redemption of $8,331,836.23. The redemption was allowed under initial offering documents at the time of trust extension.

As of December 31, 2022 and October 31, 2023, the effective date of our business combination, the balance in the trust account was $7,613,761.76 and $0.00, respectively. 10 Table of Contents We intended to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination.

To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2023, we have unrestricted cash of $77,023.

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

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

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

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

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity. 11 Table of Contents OFF-BALANCE SHEET ARRANGEMENTS We have no off-balance sheet arrangements as of December 31, 2023 and December 31, 2022.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.