1 unchanged sentence
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, 2023 and our capital resources and liquidity as of December 31, 2023.
−Removed: Use of the terms “AMAO,” the “Company,” “we,” “us” and “our” in this discussion refer to American Acquisition Opportunity Inc.
−Removed: and its subsidiaries.
+Added: 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.
14 unchanged sentences
RESULTS OF OPERATIONS
−Removed: Year Ended December 31, 2022.
−Removed: For the years ended December 31, 2022 and 2021, our activities have been target due diligence, legal and administrative costs.
−Removed: We do not expect to generate any operating revenues until after the completion of our Business Combination.
−Removed: We generate non-operating income in the form of interest income on marketable securities held in the trust account.
−Removed: We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
−Removed: Revenues for the years ended December 31, 2022 and 2021 were $0, respectively.
−Removed: Total Operating Expenses for the year ended December 31, 2022 were $1,221,649.
−Removed: The main driver of operating expenses were administrative and professional fees.
−Removed: Total Other Income for the period ended December 31, 2022 were $5,110,357, mostly from the fair value adjustments of warrant liabilities.
−Removed: Total Operating Expenses for the year ended December 31, 2021 were $1,016,819.
−Removed: The main driver of operating expenses were administrative and professional fees.
−Removed: Total Other Income for the period ended December 31, 2021 were $3,333,605 mostly from the fair value adjustments of warrant liabilities.
+Added: Year Ended December 31, 2023 compared to Year Ended December 31, 2022.
+Added: Revenues for the years ended December 31, 2023 and 2022 were $361,624 and $172,686, respectively.
+Added: The increase is due to a full year of revenues for our environmental services subsidiary as well as an increase in fee income due to full year of income in the respective investments.
+Added: We generated non-operating income in the form of interest income on marketable securities held in the trust account.
+Added: Total Operating Expenses for the year ended December 31, 2023 and 2022 were $2,048,531 and $3,647,578, respectively.
+Added: The main driver of operating expenses were administrative, professional fees, and salaries.
+Added: Total Other Income and Expense for the year ended December 31, 2023 and 2022 were ($380,315) and $4,674,395, respectively, mostly from the fair value adjustments of warrant liabilities, convertible debt interest and amortization expense intangibles.
Financial Condition.
−Removed: Total Assets as of December 31, 2022 amounted to $7,790,834.
−Removed: The large decrease in assets was due to trust redemptions of $90,344,512.92 and $8,331,836.23 on March 29, 2022 and September 28, 2022, respectively.
−Removed: The redemptions were returned to the shareholders as prescribed in the initial offering documents.
−Removed: Total Liabilities as of December 31, 2022 amounted to $516,755.
−Removed: The primary drivers for the decrease in liability balance was fair value of warrant liability.
−Removed: Total Assets as of December 31, 2021 amounted to $107,186,710.
−Removed: The primary driver for the higher asset balance was an increase in cash from sale of equity.
−Removed: Total Liabilities as of December 31, 2021 amounted to $8,898,244.
−Removed: The primary drivers for the decrease in liability balance was fair value of warrant liability.
+Added: Total Assets as of December 31, 2023 and 2022 amounted to $13,610,731 and $20,257,417, respectively.
+Added: The large decrease in assets was due to trust redemptions of $7,613,762.
+Added: Total Liabilities as of December 31, 2023 and 2022 amounted to $3,990,542 and $8,542,465, respectively.
+Added: 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
10 unchanged sentences
The redemption was allowed under initial offering documents at the time of trust extension.
−Removed: As of December 31, 2022 the balance in the trust account was $7,613,761.76.
−Removed: We intend 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.
+Added: 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.
+Added: 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.
1 unchanged sentence
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.
−Removed: In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.
−Removed: If we complete a Business Combination, we would repay such loaned amounts.
−Removed: In the event that a Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment.
−Removed: Up to $800,000 of such loans may be convertible into warrants at a price of $1.00 per warrant, at the option of the lender.
−Removed: The warrants would be identical to the Private Warrants.
−Removed: We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.
−Removed: However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination.
−Removed: Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our public share of our common stock sold in the Initial Public Offering upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
−Removed: Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Business Combination.
−Removed: If we are unable to complete our Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account.
−Removed: In addition, following our Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
+Added: In order to continue as a going concern, the Company will need, among other things, additional capital resources.
+Added: 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.
+Added: However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.
+Added: 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.
+Added: In addition, profitability will ultimately depend upon the level of revenues received from business operations.
+Added: 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.
1 unchanged sentence
OFF-BALANCE SHEET ARRANGEMENTS
−Removed: We have no off-balance sheet arrangements as of December 31, 2022.
+Added: We have no off-balance sheet arrangements as of December 31, 2023 and December 31, 2022.
We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.
4 unchanged sentences
The Company agreed to pay the Sponsor $10,000 per month for these services.
−Removed: As of December 31, 2022, $120,000 has been paid under this agreement.
+Added: 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, has been paid under this agreement.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
20 unchanged sentences
We assume no obligation to update any forward-looking statements.
+Added: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
+Added: The Company qualifies as a smaller reporting company, as defined by SEC Rule 229.10(f)(1) and is not required to provide the information required by this Item.
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.