What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-12-04 · 115 added, 98 removed, 296 unchanged (42% of the section changed)

9 unchanged sentences

The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal 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 the U.S.

generally accepted accounting principles.

As of December 31, 2024, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934 and based on the criteria for effective internal control described Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission..

2 unchanged sentences

Due to the Company’s insufficient number of staff performing accounting and reporting functions, there is a lack of segregation of duties within the financial reporting function resulting in limited level of multiple reviews among those tasked with preparing the financial statements, resulting in the need for adjustments.

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

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

A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

14 unchanged sentences

Directors and Executive Officers

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

Julie Griffith

Gary Ehlebracht

Independent Director

Independent Director, Chairman of the Board of Directors

Independent Director

William Kincaid

Independent Director

Chief Financial Officer

5 unchanged sentences

Taylor is also a founder and President of Land Betterment Corp, a benefit corporation, focused on positive environmental and social communities facing a changing industrial landscape.

Sauve, Chairman of the Board of Directors, Chief Executive Officer, has over 12 years leading and managing mining operations and over 15 years investing, restructuring and building businesses.

Sauve, Director/Chief Executive Officer, has over 12 years leading and managing mining operations and over 15 years investing, restructuring and building businesses.

Having managed the due diligence process and closing, staffing and ramp up of three acquisitions in twelve months, he has a history of successfully identifying mining operations that have the ability to meet the company’s model of cost cutting and efficiency.

9 unchanged sentences

She has previously represented Ball State as a State House intern, London Center participant, Above & Beyond Campaign Development Committee member, Bold Campaign Regional Subcommittee member, Indianapolis Alumni Club board member, and a National Philanthropy Council member.

Ehlebracht, Director, and has over 12 years of physical and financial commodity trading experience.

He joined grain trading and merchandising firm Gavilon, LLC in 2008 where he spent over 10 years as a senior trader focused primarily on dairy commodities.

Ehlebracht joined Dairy Products Incorporated, a leading dairy trading firm, where he focuses on physical merchandising, financial risk management, global logistics and supply chain management working with some of the largest multinational food companies.

We believe Mr.

Ehlebracht is well qualified to serve as a director due to his over 20 years of commodities and agriculture experience.

Hasler, Director, is the founder and President of Hasler Ventures LLC, a company working to advance groundbreaking technologies by moving them to the public through collaborations with industry.

For the previous 5 years, Mr.

Hasler was President of Purdue Research Foundation.

Previously, Mr.

Hasler was the Secretary of Commerce for the State of Indiana and spent 31 years at Eli Lilly and Co., (NYSE:

LLY) in a number of leadership positions including Vice President for Global Marketing.

We believe Mr.

Hasler is well qualified to serve as a director due to his over 40 years of university, government and public company experience.

Number and Terms of Office of Officers and Directors

Our board of directors are divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq.

The term of office of the first class of directors, originally consisting of Mr.

Taylor and Mr.

Hasler expired at our first annual meeting of stockholders.

The term of office of the second class of directors, originally consisting of Mr.

Ehlebracht and Mr.

Smid, will expire at the second annual meeting of stockholders.

The term of office of the third class of directors, consisting of Mr.

Jensen and Mr.

Sauve, will expire at the third annual meeting of stockholders.

Josh Hawes, Director/Chairman of the Board, brings over 15+ years of leadership experience, specializing in commodities, buy-side/sell-side investments, and advanced technologies, to assist RMHC with its capital markets plan and corporate strategy.

He has a vast knowledge of capital markets integration with strategic vision and vertical integration.

His prior experience includes chief strategy officer of USA Rare Earth, CEO of Delta1x and Hawking Alpha.

Hawes holds licenses spanning commodities, investment banking, public, and private securities, including Series 3, 63, 65, 7, 79, 82, and SIE.

As well, Josh holds several professional designations, such as Wharton Business School’s Corporate Governance program certificate, “Maximizing Your Effectiveness in the Boardroom,” and University of Cambridge Judge Business School, “Circular Economy and Sustainability Strategies.” He is also holder of the Chartered Market Technician, Certified Hedge Fund Professional, and Qualified Family Office Professional.

A Wireless Software Engineering graduate from Auburn University.

Roy Smith, Director, has had an extensive career in the financial services industry with a focus on publicly traded small and mid-capitalized companies.

His expertise includes portfolio equity management, capital markets, institutional equity sales and trading, and investment banking with experience underwriting both equity and debt.

Roy is currently a Managing Director at MZ Group, a firm that provides full-scale investor relations to both private and public companies across all industries.

Prior to joining MZ, Roy was a Principal at Class VI Capital-New River Fund.

New River is a Long/Short US equity strategy investing in small and mid-capitalized companies.

Prior to Class VI, he was a Portfolio Manager with Bardin Hill Investment Partners (formerly Halcyon Asset Management), Friess Associates – The Brandywine Funds, and Pequot Capital.

Roy’s investment history is characterized as a broadly diversified approach by the number of portfolio positions and sectors.

With an emphasis on management execution, Roy has developed many relationships with public company management teams and has a unique perspective as to how institutional investors evaluate public companies and interpret their external communications.

Roy is a graduate of Syracuse University with degrees in Finance and Marketing and is involved with several philanthropic organizations.

Ben Kincaid, Director, joined ReElement Technologies Corporation after a career as a U.S.

Diplomat serving and leading teams in multiple countries in Africa, the Middle East, and South Asia.

Ben spent the last several years living and working throughout Africa, supporting strategic national security imperatives in partnership with several African nations.

Working across the U.S.

interagency and with senior foreign officials, Ben drove partnered approaches to America's most pressing national security challenges, and in some of the world's most troubled places.

Consistently chosen to lead teams in challenging environments, Ben served the entirety of his national security service career in the field.

Ben is also a leadership advisor with Allegro Group, a talent and leadership transformation company.

Ben lives with his wife and daughter in Santo Domingo, where his wife is currently posted to the U.S.

He holds a BA in International Studies and Political Science from Virginia Military Institute and an MA in Latin American Studies from Georgetown University.

Ben speaks French, Spanish, and Pashto.

Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office.

4 unchanged sentences

An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s Board of Directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

We expect that our board of directors will determine that Griffith, Ehlebracht, and Hasler are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

We expect that our Board of Directors will determine that Griffith, Hawes, Smith, and Kincaid are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

7 unchanged sentences

Audit Committee

Julie Griffith, Gary Ehlebracht, and Daniel Hasler, serve as members of our audit committee, and Julie Griffith is chair the audit committee.

Julie Griffith, Roy Smith, and Ben Kincaid, serve as members of our audit committee, and Julie Griffith is chair of the audit committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent.

Each of Griffith, Ehlebracht, and Hasler, meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each of Griffith, Smith, and Kincaid, meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

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

8 unchanged sentences

Compensation Committee

Julie Griffith, Gary Ehlebracht, and Daniel Hasler serve as members of our compensation committee.

Julie Griffith, Roy Smith, and Ben Kincaid serve as members of our compensation committee.

Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.

All of our members are independent and Mr.

Ehlebracht is chair the compensation committee.

All our members are independent, and Roy Smith is chair of the compensation committee.

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

12 unchanged sentences

Director Nominations

Julie Griffith, Gary Ehlebracht, and Daniel Hasler serve as members of our nomination committee.

Julie Griffith, Roy Smith, and Ben Kincaid serve as members of our nomination committee.

Under the Nasdaq listing standards and applicable SEC rules, we are not required to have this committee.

All of our members are independent and Mr.

Hasler is chair the nomination committee.

All of our members are independent, and Ben Kincaid is chair of the nomination committee.

The Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees.

43 unchanged sentences

X (Chairwoman)

Gary Ehlebracht

Daniel Hasler

Stockholder Nominations

3 unchanged sentences

The compensation committee may choose not to consider an unsolicited recommendation if no vacancy exists on our Board of Directors and the compensation committee does not perceive a need to increase the size of our Board of Directors.

In order to avoid the unnecessary use of the compensation committee’s resources, the compensation committee will consider only those director candidates recommended in accordance with the procedures set forth below.

To avoid the unnecessary use of the compensation committee’s resources, the compensation committee will consider only those director candidates recommended in accordance with the procedures set forth below.

To submit a recommendation of a director candidate to the compensation committee, a stockholder should submit the following information in writing, addressed to the corporate secretary of the Company at our main office:

25 unchanged sentences

All Other Compensation

Jensen, Chief Executive Officer, Chairman (1)

Sauve, Chief Executive Officer, Director (1)

Taylor, Chief Financial Officer

Daniel Hasler, Director

Gary Ehlebracht, Director

Julie Griffith, Director (2)

Edward Smid, Director (1)

Resigned on October 31, 2023 from the Company as part of the Business Combination.

Director of the Company prior to October 31, 2023;

was appointed as Chairman on October 31, 2023 as part of the Business Combination.

Appointed as Director of the Company on October 31, 2023 as part of the Business Combination.

Josh Hawes, Director (3)

Roy Smith, Director (4)

Ben Kincaid, Director (5)

Gary Ehlebracht, Director (6)

Daniel Hasler, Director (7)

Mark Laverghetta, Director (8)

Peter Rodriguez, Director (9)

Benjamin Wrightsman, Director (10)

Thomas Sauve was appointed a Director of the Company prior to October 31, 2023.

2024 accrued compensation of $100,000 was converted to preferred stock on September 1, 2024 and December 31, 2024.

The value of the stock warrants in Column (d) represents amortized book value of warrants valued using the Black-Scholes Options Pricing Model and does not represent the actual cash value of the warrants to the warrant holder.

During 2024, 25,000 stock warrants were issued for board service.

2023 compensation of $150,000 was converted to preferred stock on September 1, 2024.

2023 Board compensation of $15,000 was also converted to preferred stock on September 1, 2024.

Julie Griffith was appointed as a director on October 31, 2023, as part of the Business Combination.

During 2024, 25,000 stock warrants were issued for board service.

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

Roy Smith was appointed as a director on February 12, 2024.

During 2024, 25,000 stock warrants were issued for board service.

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

Gary Ehlebracht was appointed as a director at the Company’s inception on January 10, 2021.

His board service ended on February 7, 2024.

Daniel Hasler was appointed as a director at the Company’s inception on January 10, 2021.

His board service ended on February 7, 2024.

Mark Laverghetta was appointed as a director of Royalty Management Corporation, the wholly owned subsidiary of the Company, at its inception on June 21, 2021.

$15,000 of board comp was accrued and later converted to preferred stock of the Company on October 16, 2024.

His board service ended on October 31, 2023.

Peter Rodriguez was appointed as a director of Royalty Management Corporation, the wholly owned subsidiary of the Company, at its inception on June 21, 2021.

$15,000 of board comp was accrued and later converted to preferred stock of the Company on October 16, 2024.

His board service ended on October 31, 2023.

Benjamin Wrightsman was appointed as a director on February 12, 2024.

During 2024, 25,000 stock warrants were issued for board service.

His board service ended on November 25, 2024.

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

13 unchanged sentences

Directors and Named Executive Officers of the Company

Thomas Sauve, Chief Executive Officer and Chairman of the Board of Directors (3)

Thomas Sauve, Chief Executive Officer and Director (3)

Kirk Taylor, Chief Financial Officer (4)

Daniel Hasler, Independent Director

Julie Griffith, Independent Director

Gary Ehlebracht, Independent Director

Edward Smid, Independent Director

Josh Hawes, Independent Director

Roy Smith, Independent Director

Ben Kincaid, Independent Director

All Directors and Executive Officers of the Company as a Group (6 Individuals)

3 unchanged sentences

Midwest General Investment Company LLC (7)

Maxpro Invest Holdings LLC (8)

White River Ventures LLC (8)

8 unchanged sentences

Entity is owned by trust which certain members of the Sauve family are beneficiaries.

Manager of the entity is Ferrox Holdings CEO, Terry Duffy

Manager of entity is Thomas Sauve.

14 unchanged sentences

The Company may at times in the future enter into agreements with Land Betterment Corporation, an entity in which Kirk Taylor is a director, President and Chief Financial Officer and Thomas Sauve who is a director and Chief Development Officer.

As of December 31, 2023, the Company had entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel.

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 and its subsidiaries, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.

Westside Advisors LLC

The Company may at times in the future enter into agreements with Westside Advisors LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination.

In October 2021, Westside Advisors LLC sold 250,000 LBX Tokens it owned to the Company in exchange for the Round A Convertible Note of $2,000,000 and 76,924 warrants (Warrant “A-2”); no cash was part of this consideration.

$1,681,756 was outstanding as of December 31, 2022 with no payments in cash of interest or principal paid.

The note carries an interest rate of 10%.

During 2022, $318,245 of principal was converted to common shares at a rate of $6.50 per share.

On October 31, 2023, the Warrant A-2 was converted into Class A Common Stock of the Company as part of the Business Combination that is owned by Westside Advisors LLC.

T Squared Partners LP

The Company has and may at times in the future enter into agreements with T Squared Partners LP, an entity managed by Westside Advisors LLC.

On October 2, 2021, T Squared Partners LP invested $250,000 cash into the Company in the form of the Round A Convertible Note and 9,616 warrants issued under Warrant “A- 1.” On January 31, 2022, T Squared Partners LP invested an additional $50,000 cash into the Company in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-5.” 5”, all of which was outstanding as of December 31, 2022 with no payments of interest or principal paid.

The note carries an interest rate of 10%.

On October 31, 2023, as part of the Business Combination, the notes and warrants held by T Squared Partners LP were converted into Class A Common Stock of the Company.

White River Holdings LLC

The Company has and may at times in the future enter into agreements with White River Holdings LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination.

On January 1, 2022, the Company entered into a consulting agreement with White River Holdings LLC whereby we paid White River Holdings a monthly consulting fee of $6,250, effective January 1, 2022, for 12 months.

This consulting fee is not payable in cash to the Company until we raise a minimum of five million dollars of external capital.

On February 1, 2022, White River Holdings LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-6.” On November 1, 2023, as part of the Business Combination, the notes and warrants held by White River Holdings LLC were converted into Class A Common Stock of the Company.

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

First Frontier Capital LLC

The Company may at times enter into agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer and Chairman of the Company.

The Company may at times enter into financing agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer of the Company.

On February 1, 2022, First Frontier Capital LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-7.” On October 31, 2023, as part of the Business Combination, the notes and warrants held by First Frontier Capital LLC were converted into Class A Common Stock of the Company.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant (“Working Capital Loans”).

During the year ended December 31, 2022, no amount was advanced and as of December 31, 2022, $0 is outstanding.

The advance bears no interest rate.

Mining & Equipment Ltd.

The Company may at times enter into agreements with T.

Mining & Equipment Ltd., an entity owned 51% by a subsidiary of American Resources Corporation.

Administrative Services Arrangement

1 unchanged sentence

The Company agreed to pay the Sponsor $10,000 per month for these services.

As of December 31, 2022 and October 31, 2023, the effective date of the business combination and termination of the services agreement, $120,000 and $0, respectively is accrued and owed under this agreement.

At the date of business combination, the services agreement terminated.

As of both years ended December 31, 2024 and 2023, $120,000, is accrued and owed under this agreement.

Promissory Note — Related Party

1 unchanged sentence

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.

as of As of December 31, 2022 and 2021, $239,825 and $0 is due to the Sponsor respectively.

From inception to date, $485,900 was advanced and repaid.

As of both years ended December 31, 2024 and 2023, $261,243 is outstanding.

Director Independence

Each of Julie Griffith, Daniel Hasler, and Gary Ehlebracht, the directors of the Company at December 31, 2023, are independent directors as defined by the NASDAQ Company Guide.

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

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Borgers CPA, PC (PCAOB ID:

CM3 Advisory (PCAOB ID:

6866), services as the Company’s independent registered public accounting firm.

The following is a summary of fees paid or to be paid to B.F.

Borgers CPA, PC (PCAOB ID:

5041), served as the Company’s independent registered public accounting firm during 2023.

The following is a summary of fees paid or to be paid to CM3 Advisory during 2024 and B.F.

Borgers CPA, PC, or B.F.

Borgers, for services rendered for the period from January 1, 2023 through December 31, 2023.

Borgers, for 2023.

Audit-Related Fees

14 unchanged sentences

FINANCIAL STATEMENTS

Balance Sheet

Statement of Operations

Statement of Changes Stockholders' Equity

Statement of Cash Flows

Balance Sheets

Statements of Operations

Statements of Changes Stockholders' Equity

Statements of Cash Flows

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

18 unchanged sentences

Form of Code of Ethics

Insider Trading Policy

Subsidiaries of Registrant

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*

2 unchanged sentences

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Compensation Clawback Policy*

Inline XBRL Instance Document

11 unchanged sentences

ROYALTY MANAGEMENT HOLDING CORPORATION

December 4, 2024

April 15, 2025

/s/ Thomas M.

Sauve, Chief Executive Officer

Chief Executive Officer

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

/s/ Julie Griffith

December 4, 2024

April 15, 2025

Julie Griffith

/s/ Josh Hawes

Director, Chairman of the Board

April 15, 2025

/s/ Roy Smith

December 4, 2024

/s/ Benjamin Wrightsman

December 4, 2024

Benjamin Wrightsman

April 15, 2025

/s/ Ben Kincaid

April 15, 2025

/s/ Thomas M.

Chief Executive Officer/ Director (Principal Executive Officer and the

December 4, 2024

April 15, 2025

Registrant’s authorized signatory in the United Sates)

Chief Financial Officer

December 4, 2024

April 15, 2025

(Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures