Royalty Management Holding Corp 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures The management, with participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 12a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply is judgement in evaluating the benefits of possible controls and procedures relative to their costs. Based on management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, due to the weaknesses in internal control over financial reporting described below, our disclosure controls and procedures are not designed at a reasonable assurance level or effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. As discussed below, we plan on increasing the size of our accounting staff at the appropriate time for our business and its size to ameliorate the concern that the Company does not effectively segregate certain accounting duties, which we believe would resolve the material weakness in internal control over financial reporting and similarly improve disclosure controls and procedures, but there can be no assurances as to the timing of any such action or that the Company will be able to do so. Management’s Annual Report on Internal Control over Financial Reporting The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). 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. GAAP. As of December 31, 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 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. Based on this evaluation, management concluded that our internal controls over financial reporting were not effective for the purposes for which it is intended. Specifically, managements determination was based on the following material weakness which existed as of December 31, 2025: 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. 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. 11 Table of Contents 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. Notwithstanding the determination that our internal control over financial reporting was not effective, as of December 31, 2025, and that there was a material weakness as identified in this Annual Report, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows for the years covered hereby in all material respects. The management, including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting 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 the 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. This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report. This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. Changes in Internal Control over Financial Reporting There have been no changes in the Company’s internal control over financial reporting during the period ended December 31, 2025 that have materially affected the Company’s internal controls over financial reporting. ITEM 9B. OTHER INFORMATION. None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not Applicable. 12 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Directors and Executive Officers The following individuals serve as our executive officers and members of our Board of Directors as of December 31, 2025: Name Age Positions Julie Griffith 69 Independent Director Josh Hawes 40 Independent Director, Chairman of the Board of Directors Roy Smith 59 Independent Director William Kincaid 48 Independent Director Thomas M. Sauve 45 Director/Chief Executive Officer Amanda Kruse 40 Chief Financial Officer Executive officers of the Company are appointed by our Board of Directors and serve at the pleasure of the Board of directors. Thomas M. 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. As President of American Resources Corporation (Nasdaq: AREC) since 2015, Mr. Sauve has successfully integrated 8 acquisitions into a streamlined operating model. Amanda Kruse, Chief Financial Officer, in her role at the Company, Amanda oversees all financial reporting and accounting. Amanda has over 15 years of experience in public and financial accounting with her most recent position as Controller of Royalty Management Holding Corporation. Her experience includes implementation of several scalable accounting and financial processes and platforms to ensure proper checks and balances and cost controls at various organizations. Amanda is a graduate of Kelley School of Business at Indiana University in Indianapolis with a Bachelor of Science in Business and a Master of Science in Accounting. Julie Griffith, Director, has held leadership roles for the Indiana Innovation Institute. Within this role, she was able to highlight her strategic vision, rich background in government affairs, and business development and marketing experience. Before joining the Indiana Innovation Institute, Griffith served as the vice president of Public Affairs for Purdue University and worked with Duke Energy in a variety of roles, including vice president for Government Affairs and Foundation Relations. Before that she worked for the Texas-based energy company Spectra Energy and its predecessor companies. Griffith has an extensive background in marketing, business development, and government and regulatory affairs. She graduated from Ball State in 1979 with a Bachelor of Science degree in Political Science, and now serves on the Foundation board and the Dean's Advisory Council for the University's College of Sciences and Humanities. 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. 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. 13 Table of Contents 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, currently serves as Chief Executive Officer of ReElement Technologies Africa, Ltd., a subsidiary of ReElement Technologies Operating 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. Embassy. 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. Our Board of Directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the Board of Directors. Director Independence Nasdaq listing standards require that a majority of our Board of Directors be independent. 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, 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. Corporate Governance; Code of Conduct and Business Code of Ethics Committees of the Board of Directors Our Board of Directors will have three standing committees: an audit committee, a compensation committee, and a nomination committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee, compensation committee, and nomination committee of a listed company be comprised solely of independent directors. The composition and responsibilities of the three committees are described below. 14 Table of Contents 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, 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. Our audit committee charter, which details the principal functions of the audit committee, including: · the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us; · pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; · setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations; · setting clear policies for audit partner rotation in compliance with applicable laws and regulations; · obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence; · reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and · reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 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 our members are independent, and Roy Smith is chair of the compensation committee. 15 Table of Contents Our compensation committee charter, details the principal functions of the compensation committee, including: · reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; · reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers; · reviewing on an annual basis our executive compensation policies and plans; · implementing and administering our incentive compensation equity-based remuneration plans; · assisting management in complying with our proxy statement and annual report disclosure requirements; · approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; · if required, producing a report on executive compensation to be included in our annual proxy statement; and · reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than the payment to American Resources Corporation, an affiliate of our sponsor, of $10,000 per month, for up to 12 months, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations 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 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. The Board of Directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our Board of Directors should follow the procedures set forth in our bylaws. 16 Table of Contents We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement of which this prospectus is a part. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov . In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We will disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Conflicts of Interest Subject to pre-existing fiduciary or contractual duties as described below, our officers and directors have agreed to present any business opportunities presented to them in their capacity as a director or officer of our company to us. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Potential investors should also be aware of the following other potential conflicts of interest: · None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. · In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. · Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 12 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the placement warrants held in the trust account will be used to fund the redemption of our public shares, and the placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier to occur of: (A) six months after the completion of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination. With certain limited exceptions, the placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. · Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. · Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement warrants. 17 Table of Contents The conflicts described above may not be resolved in our favor. In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if: · the corporation could financially undertake the opportunity; · the opportunity is within the corporation’s line of business; and · it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. Table of Committees and participating directors Audit Committee Nominating Committee Compensation Committee Julie Griffith X (Chairwoman) X X Josh Hawes Roy Smith X X X (Chairman) Ben Kincaid X X (Chairman) X Thomas M. Sauve Stockholder Nominations Stockholders who would like to propose a candidate to serve on our Board of Directors may do so by submitting the candidate’s name, resume and biographical information to the attention of our corporate secretary. All proposals for nomination received by the corporate secretary will be presented to the committee for appropriate consideration. It is the policy of the compensation committee to consider director candidates recommended by stockholders who appear to be qualified to serve on our Board of Directors. 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. 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: ● the name and address of the person recommended as a director candidate; ● all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended; ● the written consent of the person being recommended as a director candidate to be named in the proxy statement as a nominee and to serve as a director if elected; 18 Table of Contents ● as to the person making the recommendation, the name and address, as they appear on our books, of such person, and number of shares of our common stock owned by such person; provided, however , that if the person is not a registered holder of our common stock, the person should submit his or her name and address along with a current written statement from the record holder of the shares that reflects the recommending person’s beneficial ownership of our common stock; and ● a statement disclosing whether the person making the recommendation is acting with or on behalf of any other person and, if applicable, the identity of such person. Delinquent Section 16(a) Reports Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(d) of the Securities Exchange Act of 1934 during the year ended December 31, 2025 and Forms 5 and amendments thereto furnished to us with respect to the year ended December 31, 2025, as well as any written representation from a reporting person that no Form 5 is required, we are not aware that any officer, director or 10% or greater stockholder failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Securities Exchange Act of 1934 during the year ended December 31, 2025. ITEM 11. EXECUTIVE COMPENSATION. Executive Officer and Director Compensation Overview As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have opted to comply with the scaled disclosure requirements applicable to emerging growth companies. The named executive officer and director compensation described in this section discusses our 2025 compensation programs. This discussion may contain forward-looking statements that are based on the Company’s current plans, considerations, expectations and determinations regarding future compensation programs. Executive and Director Compensation The Company’s Board of Directors, with input from our Chief Executive Officer, has historically determined the compensation for our named executive officers. Our named executive officers for the fiscal year ended December 31, 2025, which consist of our principal executive officer and the next two most highly compensated executive officers who were serving as executive officers as of December 31, 2025, are: · Thomas Sauve, Chief Executive Officer; and · Amanda Kruse, Chief Financial Officer 19 Table of Contents Summary Compensation Table The following table sets forth information concerning the annual and long-term compensation of our executive officers and directors for services rendered in all capacities to us during the last completed fiscal year. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” We also have included below a table regarding compensation paid to our directors who served during the last completed fiscal year. (a) (b) (c) (d) (e) (f) (g) (h) Name and principal position Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified deferred compensation earnings ($) All Other Compensation ($) Total ($) Thomas M. Sauve, Chief Executive Officer, Director (1) 2025 $ 100,000 -0- 53,578 -0- -0- -0- $ 153,578 2024 $ 100,000 -0- 53,578 -0- -0- -0- $ 153,578 Amanda Kruse, Chief Financial Officer 2025 $ 100,000 -0- -0- -0- -0- -0- $ 100,000 2024 -0- -0- -0- -0- -0- -0- -0- Kirk P. Taylor, Previous Chief Financial Officer 2025 -0- -0- -0- -0- -0- -0- -0- 2024 -0- -0- -0- -0- -0- -0- -0- Julie Griffith, Director (2) 2025 -0- -0- 53,578 -0- -0- -0- 53,578 2024 -0- -0- 53,578 -0- -0- -0- 53,578 Josh Hawes, Director (3) 2025 -0- -0- 53,578 -0- -0- -0- 53,578 2024 -0- -0- -0- -0- -0- -0- -0- Roy Smith, Director (4) 2025 -0- -0- 53,578 -0- -0- -0- 53,578 2024 -0- -0- 53,578 -0- -0- -0- 53,578 Ben Kincaid, Director (5) 2025 -0- -0- 53,578 -0- -0- -0- 53,578 2024 -0- -0- -0- -0- -0- -0- -0- Benjamin Wrightsman, Director (6) 2025 -0- -0- -0- -0- -0- -0- -0- 2024 -0- -0- 53,535 -0- -0- -0- 53,535 20 Table of Contents (1) Thomas Sauve was appointed a Director of the Company prior to October 31, 2023. 2025 and 2024 accrued compensation of $100,000 was converted to preferred stock on each calendar quarter beginning September 1, 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 each 2025 and 2024, 25,000 stock warrants were issued for board service. 2023 Board compensation of $15,000 was also converted to preferred stock on September 1, 2024. (2) Julie Griffith was appointed as a director on October 31, 2023, as part of the Business Combination. 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 each 2025 and 2024, 25,000 stock warrants were issued for board service. (3) Josh Hawes was appointed as a director on November 25, 2024. During 2025, 25,000 stock warrants were issued for board service. (4) Roy Smith was appointed as a director on February 12, 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 each 2025 and 2024, 25,000 stock warrants were issued for board service. (5) Ben Kincaid was appointed as a director on November 25, 2024. During 2025, 25,000 stock warrants were issued for board service. (6) Benjamin Wrightsman was appointed as a director on February 12, 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. His board service ended on November 25, 2024. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS . At December 31, 2025, we had 15,149,705 shares of common stock issued and outstanding. Voting power represents the voting power of common stock owned beneficially by such person. On all matters to be voted upon, the holders of the common stock vote together as a single class. Except as otherwise set forth below, the following table sets forth information known to us as of December 31, 2025 relating to the beneficial ownership of shares of our common stock by: ● each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock; ● each director and nominee; ● each named executive officer; and ● all named executive officers and directors as a group. 21 Table of Contents Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of 12115 Visionary Way, Suite 174, Fishers IN 40638. We believe that all persons, unless otherwise noted, named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them. Under securities laws, a person is considered to be the beneficial owner of securities owned by him or her (or certain persons whose ownership is attributed to him or her) and that can be acquired by him or her within 60 days from December 31, 2025, including upon the exercise of options, warrants or convertible securities. We determine a beneficial owner’s percentage ownership by assuming that options, warrants or convertible securities that are held by him or her, but not those held by any other person, and which are exercisable within 60 days of the that date, have been exercised or converted. Name and Address of Beneficial Owner (1)(2) Number of Shares Beneficially Owned % Directors and Named Executive Officers of the Company Thomas Sauve, Chief Executive Officer and Director -0- * % Amanda Kruse, Chief Financial Officer 37,585 * % Julie Griffith, Independent Director 376 * % Josh Hawes, Independent Director 1,503 * % Roy Smith, Independent Director -0- * % Ben Kincaid, Independent Director 376 * % All Directors and Executive Officers of the Company as a Group (6 Individuals) 39,840 * % All Five Percent Holders Liberty Hill Capital Management LLC 1,420,108 9.37 % First Frontier Capital LLC (3) 1,204,708 7.95 % White River Holdings LLC 1,106,886 7.31 % Homewood Holdings LLC 1,052,377 6.95 % Midwest General Investment Company LLC 1,000,472 6.60 % White River Ventures LLC (3) 855,196 5.64 % * Less than one percent. (1) Unless otherwise noted, the business address of each of the following individuals is c/o Royalty Management Holding Corporation, 12115 Visionary Way, Suite 174, Fishers, IN 46038. (2) Excludes shares issuable pursuant to any warrants outstanding. (3) Manager of entity is Thomas Sauve. 22 Table of Contents Our initial shareholders beneficially own approximately 20% of the issued and outstanding shares of common stock and will have the right to appoint all of our directors prior to the completion of our initial business combination. Holders of our public shares will not have the right to appoint any directors to our Board of Directors prior to the completion of our initial business combination. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated certificate of incorporation and bylaws and approval of significant corporate transactions including our initial business combination. Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our Initial Public Offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our shares of common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our shares of common stock or pre-initial business combination activity. Further, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased during or after our Initial Public Offering in favor of our initial business combination. Our sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws. Changes in Control . None. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. 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, entities 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. American Resources Corporation The Company may at times enter into agreements with American Resources Corporation (“ARC”) and its subsidiaries and affiliates, an entity in which Thomas Sauve is a director and President. First Frontier Capital LLC The Company may at times enter into financing agreements with First Frontier Capital LLC, an entity managed 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 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. 23 Table of Contents 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 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 the years ended December 31, 2025 and 2024, $0 and $261,243 is outstanding, respectively. Director Independence Each of Julie Griffith, Josh Hawes, Roy Smith, and Ben Kincaid, the directors of the Company at December 31, 2025, are independent directors as defined by the NASDAQ Company Guide. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 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 CM3 Advisory during 2025 and 2024 2025 2024 Audit Fees $ 100,000 107,000 Audit-Related Fees - - Tax Fees - - All Other Fees 2,300 - Total $ 102,300 107,000 Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements. 24 Table of Contents Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting. Tax Fees — This category consists of professional services rendered for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice. All Other Fees — This category consists of fees for other miscellaneous items. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board of Directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 25 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT: (1) The following Financial Statements are included in this Annual Report on Form 10-K in Item 8: Page FINANCIAL STATEMENTS Balance Sheets F-2 Statements of Operations F-3 Statements of Changes Stockholders' Equity F-4 Statements of Cash Flows F-5 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. (2) Financial Statement Schedules: None. (3) Exhibits: Exhibit Number Description 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 Class A Common Stock Certificate 4.3 (1) Specimen Warrant Certificate 4.4 (1) Warrant Agreement, dated March 17, 2021, by and between Registrant and Continental Stock Transfer & Trust Company, LLC 10.1 (2) Letter Agreement, dated March 17, 2021, by and among Registrant and its officers, directors, and Sponsors 10.2 (2) Investment Management Trust Agreement, dated March 17, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC 10.3 (2) Registration Rights Agreement, dated March 17, 2021, by and among the Registrant and certain security holders 10.4 (2) Administrative Support Agreement, dated March 17, 2021, by and between the Registrant and the American Resources Corporation 10.5 (2) Private Placement Warrants Subscription Agreement, dated March 17, 2021, by and between the Registrant and the Sponsor 10.6 (2) Representative Share Purchase Letter Agreement, dated March 16, 2021, by and between Registrant, Kingswood Capital Markets, divisions of Benchmark Investments Inc., and certain designees 10.7 (1) Promissory Note issued to Sponsor 10.8 (1) Form of Indemnity Agreement 10.9 (1) Form of Securities Subscription Agreement between the Registrant and American Opportunity Ventures LLC 14.1 (1) Form of Code of Ethics 14.2 (3) Insider Trading Policy 21.1 Subsidiaries of Registrant 31.1 Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)* 31.2 Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)* 32.1 Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** 32.2 Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** 97.1 (3) Compensation Clawback Policy 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 annual report on Form 10-K for the period ended December 31, 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. (3) Previously filed as an exhibit to Form 10-K/A filed on April 15, 2025, and incorporated by reference herein. 26 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ROYALTY MANAGEMENT HOLDING CORPORATION Date: March 30, 2026 By: /s/ Thomas M. Sauve Thomas M. Sauve, 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. Signature Title Date /s/ Julie Griffith Director March 30, 2026 Julie Griffith /s/ Josh Hawes Director, Chairman of the Board March 30, 2026 Josh Hawes /s/ Roy Smith Director March 30, 2026 Roy Smith /s/ Ben Kincaid Director March 30, 2026 Ben Kincaid /s/ Thomas M. Sauve Chief Executive Officer/ Director (Principal Executive Officer and the March 30, 2026 Thomas M. Sauve Registrant’s authorized signatory in the United Sates) /s/ Amanda Kruse Chief Financial Officer March 30, 2026 Amanda Kruse (Principal Financial and Accounting Officer) 27