What changed in this filing

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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-03-22 · 152 added, 114 removed, 235 unchanged (53% of the section changed)

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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.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

As part of our evaluation of the effectiveness of internal controls over financial reporting described below, we made certain improvements to our internal controls.

However, there were no changes in our internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our 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, 2023 that have materially affected the Company’s internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

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Directors and Executive Officers

Julie Griffith

Gary Ehlebracht

Chief Financial Officer

Director/Chief Executive Officer

Director/President & 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.

Jensen, our Chief Executive Officer and Chairman, has over 18 years of experience operating a both private and public companies in the infrastructure and resource marketplace.

Jensen founded Quest Energy, Inc.

which through a reverse-merger up-listed on Nasdaq as American Resources Corporation (Nasdaq:

AREC), a leader in supplying raw materials to the infrastructure industry.

Jensen is also a founder and Executive Chairman of Land Betterment Corp, a benefit corporation, focused on positive environmental and social solutions for communities facing a changing industrial landscape.

Beyond founding and operating companies, Mr.

Jensen has also invested capital through a micro-cap fund focused on the international infrastructure market.

Taylor, CPA, our President, Chief Financial Officer, Director, has over 18 years of financial, accounting and tax structuring experience.

Taylor, CPA, Chief Financial Officer, has over 18 years of financial, accounting and tax structuring experience.

After working in national public accounting firms, he has been the Chief Financial Officer of American Resources Corporation (Nasdaq:

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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, Director, has over 18 years in entity formation, land and lease management acquisition integration.

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.

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:

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Sauve has successfully integrated 8 acquisitions into a streamlined operating model.

Additionally, Mr.

Sauve is the founder and manager of a growing private royalty and land management company.

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.

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.

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

Edward Smid, J.D., Director, is the founding member of Smid Law, LLC, a firm he founded in 2020.

Before founding Smid Law, LLC , Mr.

Smid spent 10 years with the law firm of Barnes and Thornburg LLP, where he specialized in protecting the rights of businesses and individuals involved in a wide range of commercial claims.

Smid has served his country for the last 25 years as a United States Marine.

After serving overseas as an infantry platoon commander, Ed left active service in 2008 to attend law school at Indiana University, where he graduated with honors.

Ehlebracht, Director, 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.

In 2019, Gary 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.

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

We have directors.

Our board of directors will be 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.

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, consisting of Mr.

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

Taylor and Mr.

Hasler will expire at our first annual meeting of stockholders.

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

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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 Messrs.

Sauve, Hasler, Smid and Ehlebracht 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, Ehlebracht, and Hasler 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.

Officer and Director Compensation

None of our officers has received any cash compensation for services rendered to us.

Commencing on the date of this prospectus, we have agreed to pay American Resources Corporation (Nasdaq:

AREC), an affiliate of our sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates.

Any such payments prior to an initial business combination will be made using funds held outside the trust account.

Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation.

Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Corporate Governance;

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Committees of the Board of Directors

Our board of directors will have two standing committees:

an audit committee and a compensation 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 of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent 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.

Audit Committee

Thomas Sauve, Edward Smid, Daniel Hasler and Gary Ehlebracht, serve as members of our audit committee, and Thomas Sauve will chair the audit committee.

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

Sauve, Smid, Hasler and Ehlebracht, 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 Thomas Sauve qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

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 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:

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Compensation Committee

Thomas Sauve, Edward Smid, Daniel Hasler and Gary Ehlebracht serve as members of our compensation committee.

Julie Griffith, Gary Ehlebracht, and Daniel Hasler 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.

Smid will chair the compensation committee.

Ehlebracht is chair the compensation committee.

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

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Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules.

In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors.

The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who will participate in the consideration and recommendation of director nominees are Thomas Sauve, Edward Smid, Daniel Hasler, and Gary Ehlebracht.

In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee charter in place.

Julie Griffith, Gary Ehlebracht, and Daniel Hasler 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.

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).

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Code of Ethics

Prior to the consummation of this offering, we will have adopted a Code of Ethics applicable to our directors, officers and employees.

We will file 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 will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov .

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 intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

See the section of this prospectus entitled “Where You Can Find Additional Information.”

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

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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.

Our officers and directors may become officers or directors of another special purpose acquisition company with a class of securities intended to be registered under the Exchange Act, even prior to us entering into a definitive agreement for our initial business combination.

Potential investors should also be aware of the following other potential conflicts of interest:

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Audit Committee

Nominating Committee

Compensation Committee

Julie Griffith

X (Chairwoman)

Gary Ehlebracht

Daniel Hasler

Stockholder Nominations

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Executive Officer and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us.

In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential partner businesses and performing due diligence on suitable business combinations.

Our audit committee reviews on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or our or their affiliates.

Any such payments prior to an initial business combination are made using funds held outside the trust account.

Other than quarterly audit committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination.

Other than these payments and reimbursements, no compensation of any kind, including finder’s and consulting fees, is paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination.

After the completion of our initial business combination, directors or members of our founding team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our founding team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our founding team’s motivation in identifying or selecting a partner business but we do not believe that the ability of our founding team to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

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 2022 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, 2023, 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, 2023, are:

Thomas Sauve, Chief Executive Officer;

Kirk Taylor, Chief Financial Officer

Summary Compensation Table

The following table summarizes all compensation recorded by us in each of the last completed fiscal year for:

all individuals serving as our principal executive officer or acting in a similar capacity during the year ended December 31, 2022;

up to two additional individuals for whom disclosure would have been made in this table but for the fact that the individual was not serving as a named executive officer of our company at December 31, 2022.

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.

Name and principal position

Nonequity incentive plan compen-sation ($)

Non-qualified deferred compen-sation earnings ($)

other compen-sation

Fees Earned or Paid in Cash

Non-Equity Incentive Plan Compensation

Nonqualified deferred compensation earnings

All Other Compensation

Jensen, Chief Executive Officer, Chairman (1)

Sauve, Chief Executive Officer, Director (2)

Taylor, Chief Financial Officer

Daniel Hasler, Director

Gary Ehlebracht, Director

Julie Griffith, Director (3)

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.

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

At December 31, 2023, we had 14,270,761 shares of common stock issued and outstanding.

In the table below, percentage ownership is based on 742,308 Class A shares of common stock (which includes Class A shares of common stock that are underlying the units) and 2,726,500 Class B shares of common stock outstanding.

Voting power represents the combined voting power of Class A shares of common stock and Class B shares of common stock owned beneficially by such person.

On all matters to be voted upon, the holders of the Class A shares of common stock and the Class B shares of common stock vote together as a single class.

Currently, all of the Class B shares of common stock are convertible into Class A shares of common stock on a one-for-one basis.

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, 2023 relating to the beneficial ownership of shares of our common stock by:

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all named executive officers and directors as a group.

Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of 12115 Visionary Way Fishers IN 40638.

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.

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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 of Beneficial Owner

of Shares Beneficially Owned

American Opportunity Ventures LLC – Class B Shares

Name and Address of Beneficial Owner (1)(2)

Directors and Named Executive Officers of the Company

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

Kirk Taylor, Chief Financial Officer (4)

Daniel Hasler, Independent Director

Julie Griffith, Independent Director

Gary Ehlebracht, Independent Director

Edward Smid, Independent Director

All Directors and Executive Officers of the Company as a Group (5 Individuals)

Five Percent Holders

White River Holdings LLC (5)

Homewood Holdings LLC (6)

Midwest General Investment Company LLC (7)

Maxpro Invest Holdings LLC (8)

White River Ventures LLC (9)

Less than one percent.

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.

Excludes shares issuable pursuant to any warrants outstanding.

Owned through First Frontier Capital LLC, of which Thomas Sauve is manager and a beneficial owner.

Owned through Liberty Hill Capital Management LLC, of which Kirk Taylor is manager and a beneficial owner.

Managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination.

Beneficial owner is Mark LaVerghetta.

Manager of entity is Mark Jensen.

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.

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

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.

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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, an entity managed by Thomas Sauve and which Kirk Taylor is also part beneficial owner.

Furthermore, on October 31, 2023, as part of the Business Combination, Wabash Enterprises LLC and LRR became an owner of Class A Common Stock of the Company and several leases and agreements exist between LRR and the Company, for which LRR receives income.

Land Betterment Corporation

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 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, $318,244.72 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.

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.

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

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

As of December 31, 2022 $120,000 is accrued and owed under this agreement.

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.

Promissory Note — Related Party

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Director Independence

Each of Daniel J.

Hasler, Edward Smid, and Gary T.

Ehlebracht are independent directors as defined by the NASDAQ Company Guide.

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.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

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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.

AMERICAN ACQUISITION OPPORTUNITY INC.

March 21, 2023

Jensen, Chief Executive Officer

ROYALTY MANAGEMENT HOLDING CORPORATION

April 16, 2024

/s/ 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.

/s/ Daniel J.

March 21, 2023

/s/ Edward Smid

March 21, 2023

/s/ Julie Griffith

April 16, 2024

Julie Griffith

/s/ Roy Smith

April 16, 2024

/s/ Benjamin Wrightsman

April 16, 2024

Benjamin Wrightsman

/s/ Thomas M.

Chief Executive Officer/ Director (Principal Executive Officer and the

March 21, 2023

April 16, 2024

Registrant’s authorized signatory in the United Sates)

President & Chief Financial Officer/ Director

March 21, 2023

Chief Financial Officer

April 16, 2024

(Principal Financial and Accounting Officer)

/s/ Thomas M.

March 21, 2023

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

Item 9A. Controls and Procedures