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Item 8. Financial Statements and Supplementary Data

2024-12-04 compared with 2023-05-26 · 550 added, 316 removed, 170 unchanged (84% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

AMERICAN ACQUISITION OPPORTUNITY INC.

AND SUBSIDIARIES

ROYALTY MANAGEMENT HOLDING COPRORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Report of Independent Registered Public Accounting Firm - 2023

Balance Sheet

Statement of Operations

Statement of Changes Stockholders' Deficit

Statement of Cash Flows

Notes to Financial Statements

Consolidated Balance Sheet

Consolidated Statements of Operations

Consolidated Statements of Changes Stockholders' Equity

Consolidated Statements of Cash Flows

Consolidated Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the board of directors of American Acquisition Opportunity Inc.

To the Board of Directors and Stockholders of Royalty Management Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of American Acquisition Opportunity Inc.

(the “Company”) as of December 31, 2022 and 2021, the related statement of operations, stockholders’ equity (deficit), and cash flows for the period January 1, 2022 through December 31, 2022 and for the period January 20, 2021 (Inception) through December 31, 2021 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the period January 1, 2022 through December 31, 2022 and for the period January 20, 2021 (Inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States.

We have audited the accompanying consolidated balance sheets of Royalty Management Holding Corporation (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of a matter – Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

3 unchanged sentences

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

1 unchanged sentence

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/S BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company’s auditor since 2021

Lakewood , CO

March 21, 2023

American Acquisition Opportunity Inc.

Balance Sheet

Part I – Financial Information

AMERICAN ACQUISITION OPPORTUNITY INC.

Balance Sheet

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ CM3 Advisory

CM3 Advisory (PCAOB ID 6866 )

San Diego, California

December 3, 2024

We have served as the Company’s auditor since 2024.

ROYALTY MANAGEMENT HOLDING CORPORATION

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

Accounts receivable – related party

Prepaid Insurance

Accounts Receivable

Interest Receivable

Fee Income Receivable

Total Current Assets

Cash Held in Trust account

$ 107,186,710

LIABILITIES AND SHAREHOLDERS’ EQUITY

Investments in Corporations and LLCs

Convertible Notes Receivable

Notes Receivable

Intangible Assets, Net

Restricted Cash

Tools, Machinery & Equipment, Net

Operating Lease Right-Of-Use Assets

Total Non-Current Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

1 unchanged sentence

Accounts Payable

Current Portion of Operating Lease Liabilities, Net

Current Portion of Notes Payable

Deferred Income

Accrued Expenses

Total Current Liabilities

Deferred Underwriter commissions

Convertible Notes Payable, Net

Notes Payable – Related Party, Net

Operating Lease Liabilities, Net

Notes Payable

Fair Value Liability of Public Warrants

Fair Value Liability of Private Warrants

Total Non-Current Liabilities

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES

Class A Common Stock at $ 10.10 per share, 742,308 as of 2022 and 10,506,002 as of 2021 shares at redemption value:

$ 106,112,020

SHAREHOLDERS’ EQUITY

Class B Common Stock:

COMMITMENTS AND CONTINGENCIES (Note 18)

STOCKHOLDERS’ EQUITY

Preferred Stock:

$0.0001 par value;

10,000,000 shares authorized, 2,726,500 shares issued and outstanding for the period end (including 100,000 representative shares).

10,000,000 shares authorized, 0 shares issued and outstanding for 2023 and 2022

Class A Common Stock:

$ 0.0001 par value;

100,000,000 shares authorized, 14,270,761 and 6,890,281 shares issued and outstanding for 2023 and 2022

Additional Paid-In Capital

( 10,140,613 )

Accumulated Deficit

Total Shareholder’s Equity

( 3,934,846 )

( 7,823,554 )

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 107,186,710

Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

Retained Earnings (Accumulated Deficit)

Total Stockholders’ Equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

The accompanying footnotes are integral to the consolidated financial statements.

American Acquisition Opportunity Inc.

Statement of Operations

AMERICAN ACQUISITION OPPORTUNITY INC.

STATEMENT OF OPERATIONS

FOR THE PERIOD BEGINNING JANUARY 20, 2021 (INCEPTION) THROUGH DECEMBER 31, 2022

For the year ended

December 31, 2022

From inception

January 20, 2021

December 31, 2021

ROYALTY MANAGEMENT HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Environmental Services

Rental Income

TOTAL REVENUE

Cost of Revenue

Amortization Expense Intangibles

Depreciation Expense

General and Administrative

Professional Fees

Impairment Loss

( 2,000,000 )

Total Operating Expenses

( 2,454,149 )

General and Administrative

Total Expenses

NET LOSS FROM OPERATIONS

( 2,280,016 )

OTHER INCOME (EXPENSE)

Interest Income

Income from Investment

Loss on Warrant Fair Value Adjustment

Interest Expense

Total Other Expense

( 1,113,644 )

Gain (Loss) on Warrant Fair Value Adjustment

Weighted Average Shares Outstanding, Basic and Diluted

11,115,481 (1)

Basic and Diluted Net Income Per Ordinary Share

This number excludes an aggregate of up to 375,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying footnotes are integral to the consolidated financial statements.

American Acquisition Opportunity Inc.

Statement of Shareholders’ Equity

AMERICAN ACQUISITION OPPORTUNITY INC.

STATEMENT OF CHANGES SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM JANUARY 20, 2021 (INCEPTION) THROUGH DECEMBER 31, 2022

Stockholder’s

Balance January 20, 2021

Issuance of Class B common stock to Founders (1)

Issuance of Class B Common to Representatives

Offering Costs

( 4,910,297 )

ROYALTY MANAGEMENT HOLDING CORPORATION

STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

Stockholders’

Balance December 31, 2021

Shares Issued for Services

Common Shares Issued for Purchase of Membership Interest

Common Shares Issued for Conversion of Debt

Common Shares Issued for Purchase of the Payment Rights

Warrants Issued with Convertible Notes

Balance December 31, 2022

$ ( 2,766,749

Warrant fair value and capital adjustments

Sale of private placement units to sponsor

Class A common stock

Shares Issued for Services

Shares Forfeited for Services

Shares Issued in Connection with Warrant and Note Conversions

Shares Issued for Deferred Underwriter Fee

Reverse Recapitalization on October 23,2023

( 9,088,572 )

( 3,929,870 )

Balance – December 31, 2021

Warrants Issued with Convertible Notes

( 1,113,644 )

1 unchanged sentence

Balance December 31, 2023

( 10,140,613 )

( 3,934,846 )

Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

The accompanying footnotes are integral to the consolidated financial statements.

American Acquisition Opportunity Inc.

Statement of Cash Flows

AMERICAN ACQUISITION OPPORTUNITY INC.

STATEMENT OF CASH FLOWS

For the year ending December 31, 2022

For the Period from

January 20, 2021

(inception) through

December 31, 2021

ROYALTY MANAGEMENT HOLDING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operations

Fair Value Adjustment of Public Warrants

$ ( 1,113,644 )

Fair Value Adjustment of Private Warrants

$ ( 2,710,172

( 1,347,059 )

Adjustments to Reconcile Net Loss to Net Cash (Used In) Provided By Operations

Amortization of Debt Discount

Amortization Expense of Right of Use Assets

Amortization of Intangibles

Issuance of Common Shares for Service

Impairment Loss on Intangible Asset

Fair Value Adjustment of Public Warrants

Fair Value Adjustment of Private Warrants

Changes in Operating Assets and Liabilities:

Accounts receivable – related party

Prepaid Insurance

Accounts Receivable

Interest Receivable

Fee Income Receivable

Accounts Payable – Related Party

Accounts Payable

Net used in operating activities

( 1,372,504 )

Cash Flows used in Investing Activities

Withdrawal (Investment) of cash in Trust Account

( 106,116,023 )

Deferred Income

Accrued Expenses

Net Cash (Used In) Provided by Operating Activities

Cash Flows from Investing Activities

Investments in Corporations and LLCs

Investments in Convertible Notes Receivable

Withdrawal (Investments) in Notes Receivable

Purchases of Tools, Machinery & Equipment

Purchases of Intangible Assets

Net Cash Used in Investing Activities

Cash Flows from Financing Activities

Proceeds from initial stockholders

(Return of Investment Proceeds) Proceeds from sale of Units, net underwriting fees paid

( 98,614,709 )

Proceeds from sale of Private Warrants

Proceeds from promissory note – related party

Repayment of promissory note – related party

Proceeds from advance – related party

Repayment of advance – related party

Net cash used in financing activities

Proceeds from Reverse Capitalization

( 3,929,870 )

Proceeds from Deferred Underwriter Fee

Proceeds from Notes Payable

Proceeds from Issuance of Convertible Notes

Proceeds from Convertible Note Conversion

Net Cash Provided by Financing Activities

Net Change in Cash

Cash – Beginning of period

Cash – Ending of period

Cash – Beginning of Year

Cash – End of Year

Supplemental Information

Discount on Convertible Notes

Notes Receivable

Intangible Assets

Acquisition of Right of Use Assets for Lease Obligations

Issuance of Common Shares for Purchase of Membership Interest

Issuance of Common Shares for Conversion of Debt

Cash Paid for Interest

Cash Paid for Taxes

The accompanying footnotes are integral to the consolidated financial statements.

AMERICAN ACQUISITION OPPORTUNITY INC.

Notes to the Financial Statements For the Year Ended December 31, 2022

NATURE OF OPERATIONS

The Company is a blank check company organized on January 20, 2021 under the laws of the State of Delaware.

The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”).

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

The registration statement for the Company’s initial public offering was declared effective on March 17, 2021 (“Initial Public Offering”).

On March 22, 2021, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $ 100,000,000 , which is described in Note 4.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,800,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to the Company’s sponsor, American Opportunity Ventures, LLC (the “Sponsor”), generating gross proceeds of $ 3,800,000 , which is described in Note 5.

Transaction costs amounted to $ 4,910,297 , consisting of $ 1,000,000 of underwriting fees, $ 3,500,000 of deferred underwriting fees and $ 410,297 of other offering costs.

On March 30, 2021, the underwriters partially exercised their over-allotment option, and the closing and sale of an additional 506,002 Units (the “Over-Allotment Units”) occurred on April 1, 2021.

The issuance by the Company of the Over-Allotments Units at a price of $10.00 per Unit resulted in total gross proceeds of $5,060,020.

On April 1, 2021, simultaneously with the sale and issuance of the Over-Allotment Units, the Company consummated the sale of an additional 101,621 Private Placement Warrants (the “Over-Allotment Private Placement Warrants” and, together with the Private Placement Warrants, the “Private Placements”, generating gross proceeds of $101,621.

The Over-Allotment Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

NATURE OF OPERATIONS (cont.)

Following the closing of the Initial Public Offering on March 22, 2021, an amount of $ 101,000,000 ($ 10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account, as described below.

The Company has listed the Units on the Nasdaq Capital Market (“Nasdaq”).

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination.

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully effect a Business Combination.

After the Initial Public Offering, the Company is holding $ 101,000,000 from the proceeds received from the Initial Public Offering and the sale of the Private Warrants in the Trust Account, and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below.

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

NATURE OF OPERATIONS (cont.)

The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

In connection with a Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination.

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation and By-Laws provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent .

The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter.

There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s Warrants.

These common stocks will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

The Sponsor has agreed (a) to vote its Class B common stock and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment;

(c) not to redeem any shares (including the Class B common stock) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to stockholders’ rights of pre-Business Combination activity and (d) that the Class B common stock and securities underlying the Private Warrants shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated.

However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination.

The Company will have until March 22, 2022 to consummate a Business Combination (the “Combination Period”).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares , at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.10).

On March 21, 2022 the Company certified an Amended and Restated Certificate of Incorporation of the Company extending the Combination Period to September 21, 2022.

On September 21, 2022, the Company certified an Amended and Restated Certificate of Incorporation of the Company extending the Combination Period to March 21, 2023.

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

NATURE OF OPERATIONS (cont.)

The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Risks and Uncertainties:

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, close of the Initial Public Offering, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statement do not include any adjustments that might result from the outcome of this uncertainty.

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The Company adopted the calendar year as its basis of reporting.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

ROYALTY MANAGEMENT HOLDING COPRORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

NOTE 1 - NATURE OF OPERATIONS

American Acquisition Opportunity Inc was a blank check company organized on January 20, 2021 under the laws of the State of Delaware and effectuated its combination with Royalty Management Corporation (“RMC”) on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”).

The Company’s business model is to invest or purchase assets that have near and medium-term income potential to provide RMC with accretive cash flow from which it can reinvest in new assets or expand cash flow from those existing assets.

These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The Company’s financial statements subsidiaries include the accounts of the Company and the merged corporation RMC, and RMC’s wholly owned subsidiaries Coking Coal Leasing LLC (“CCL”), and RMC Environmental Services LLC (“RMC ES”) All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S.

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Deferred offering costs

Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering (as described in Note 4) and that were charged to stockholder’s equity upon the completion of the Initial Public Offering.

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Net Income Per Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture.

At December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 260, “Earnings Per Share.” Earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture.

At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted income per share is the same as basic income per share for the periods presented.

Related Party Policies

In accordance with ASC 850, “Related Parties” are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding.

Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies.

Cash Equivalents and Concentration of Cash Balance

1 unchanged sentence

The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limit of $ 250,000 .

As of December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

As of December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Restricted Cash

At December 31, 2023 and 2022, RMC has $ 176,800 in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC.

The following table sets forth a reconciliation of cash and restricted cash reported in the consolidated balance sheet that agrees to the total of those amounts as presented in the consolidated statement of cash flows for the periods ended December 31, 2023 and 2022.

Restricted Cash

Total cash and restricted cash presented in the statement of cash flows

Allowance for Credit Losses

In June 2016, FASB issued guidance ASC 326, “Credit Losses” which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income.

The most significant change in this standard is a shift from the incurred loss model to the expected loss model.

Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses.

Financial assets held by the Company that are subject to the guidance in ASC 326 were trade accounts receivable and other accounts receivable, including interest, fees, rental income, convertible notes, and notes receivable.

We adopted the standard effective January 1, 2023.

The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only.

Allowance for credit losses as of December 31, 2023 amounted to $ 0 .

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Beneficial Conversion Features of Convertible Securities

Conversion options that are not bifurcated as a derivative pursuant to ASC 815, “Derivatives and Hedging” and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments.

The beneficial conversion feature guidance in ASC 470-20, “Debt with Conversion and Other Options” applies to convertible stock as well as convertible debt which are outside the scope of ASC 815.

A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date.

In addition, our convertible debt issuances contain conversion terms that may change upon the occurrence of a future event, such as antidilution adjustment provisions.

The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument.

The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date.

If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception.

When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence.

The conversion feature is linked to the Company’s own equity value, therefore there is no requirement to quantify the beneficial conversion feature.

All convertible notes outstanding were converted at the date of business combination.

Principal and accrued interest were converted into common shares at $ 6.50 per share.

Amortization expense of the debt discount for the convertible debt of $ 351,460 and $ 424,922 , which were included in interest expense of $ 715,101 and $7 22,717 , for the years ended December 31, 2023 and 2022, respectively.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, “Revenue Recognition” from services provided when (a) persuasive evidence that an agreement exists;

(b) the products or services has been delivered or completed;

and (d) collection of the amounts due is reasonably assured.

Our revenue is comprised of the performance of environmental services and royalty and lease revenue governed by the underlying contracts.

The Company only has one reportable revenue segment.

As of December 31, 2023, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa.

The following table disaggregates our revenue by major service line for the years ended:

Environmental Services

Rental Income

Total Revenue

Interest Income from Interest Bearing Accounts

Notes Receivable Interest Income

Income from Investment

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging".

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations.

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For periods subsequent to the detachment of the Public Warrants from the Units, the Public Warrant quoted market price was used as the fair value as of each relevant date.

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

Class A Common Stock Subject to Possible Redemption

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480.

Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value.

Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

At all other times, shares of Class A common stock are classified as stockholders’ equity.

As discussed in Note 2, all of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of December 31, 2022, 742,308 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock.

This method would view the end of the reporting period as if it were also the redemption date for the security.

The change in the carrying value of redeemable Class A common stock also resulted in charges against additional paid-in capital and accumulated deficit.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, “ Income Taxes” .

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federal and various state income tax returns.

The Company was formed in 2021 and has not been required to file any tax returns.

The Company was formed in 2021 and has filed all required tax returns.

All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.

The provision for income taxes was deemed to be de minimis for the year ending December 31, 2022.

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The provision for income taxes was deemed to be de minimis for the years ending December 31, 2023 and 2022.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recently Issued Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A common stock and one-half of one redeemable warrant (“Public Warrant”).

Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 (see Note 6).

PRIVATE PLACEMENT

Simultaneously with the closing of Initial Public Offering, the Sponsor purchased an aggregate of 3,800,000 Private Warrants (or 4,100,000 Private Warrants if the underwriters’ over-allotment is exercised in full) at a price of $ 1.00 per Private Warrant for $ 3,800,000 in the aggregate.

The Sponsor has agreed to purchase an additional aggregate amount of 300,000 Private Warrants, for $ 300,000 in the aggregate if the underwriters’ over-allotment is exercised in full.

The proceeds from the sale of the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account.

The term of the Private Warrants are described in Note 8.

If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.

The Over-Allotment Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

SHAREHOLDERS’ EQUITY

In November of 2023, the FASB issued ASU 2023-07, “Segment Reporting 280:

Improvements to Reportable Segment Disclosures” ASU 2023-07.

ASU 2023-07 increases the disclosures about a public entity’s reportable segments.

Under ASU 2023-07, a public entity would be required to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), a description of other segment items by reportable segment, annual disclosures about a reportable segment’s profit or loss and assets required by 280 in interim periods, any additional measures of a segment’s profit or loss used by the CODM to allocate resources, and the title and position of the CODM.

ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

ASU 2023-07 allows for early adoption and requires retrospective adoption.

The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2024.

The application of this new guidance is not expected to have a material impact on the Company’s consolidated financial condition, results of operations, or cash flows, as the guidance pertains to disclosure only.

In December of 2023, FASB issued ASU No.

2023-09, “Income Taxes (740):

Improvements to Income Tax Disclosures” ASU 2023-09.

Under ASU 2023-09, a public entity will be required to disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold, such as if the effect of the reconciling item is equal to or greater than five percent of the amount computed by multiplying pretax income/loss by the applicable statutory income tax rate.

Entities would also have to disclose the amount of income taxes paid disaggregated by federal, state, and foreign taxes and the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than five percent of total income taxes paid, along with income/loss from continuing operations before income tax expense disaggregated between domestic and foreign and income tax expense from continuing operations disaggregated by federal, state, and foreign.

ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024.

ASU 2023-09 allows for early adoption for annual financial statements that have not yet been issued and allows retrospective and prospective adoption.

The Company will adopt this guidance beginning with its fourth quarter ending December 31, 2025.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations.

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the condensed consolidated financial statements are issued.

In accordance with FASB, ASU 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

“As of December 31, 2023, the Company had retained earnings of $ 1,345,849 .

The Company has limited financial resources.

As of December 31, 2023, the Company had a working capital deficit of $ 659,808 and a cash balance of $ 195,486 .

The Company will need to raise additional capital or secure debt funding to support on-going operations.

The sources of this capital are expected to be the sale of equity and debt, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders.

If the Company is unable to access additional capital moving forward, it may hurt the Company’s ability to grow and to generate future revenues, financial position, and liquidity.

These factors raise substantial doubt about the ability of the Company to continue as a going concern.

Unless Management is able to obtain additional financing, it is unlikely that the Company will be able to meet its funding requirements during the next 12 months.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.”

NOTE 3 – BUSINESS COMBINATION

On October 31, 2023, we consummated the business combination, or the Business Combination, contemplated by the Agreement and Plan of Merger, with RMC Sub Inc.

(“Merger Sub”), a wholly-owned subsidiary of American Acquisition Opportunity Inc.

(“AMAO”), a special purpose acquisition company, which is our predecessor, and Royalty Management Co.

(“Legacy Royalty”).

Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Royalty, with Legacy Royalty surviving the merger as a wholly owned subsidiary of AMAO (the “Business Combination”).

Upon the closing of the Business Combination, AMAO changed its name to Royalty Management Holdings Co.

with its Class A common stock continuing to be listed on Nasdaq under the ticker symbol “RMCO,” its warrants continuing to be listed on Nasdaq under the symbol “RMCOW.

Royalty Management Holding co.

became the successor entity to AMAO pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All Round A Convertible Debt notes, accrued interest, and warrants were converted into 539,736 shares of Class A Common Stock of RMCO at the date of Business Combination.

At the closing of Business Combination, all shares of Class B Common Stock were automatically converted into 3,076,500 shares of Class A Common Stock.

RMCO filed an amended and restated certificate of incorporation that removed the Class B Common Stock from the authorized capitalization of the Company.

Legacy Royalty shareholders of stock were exchange those shares for RMCO shares at a rate of 1 private company share for 1.5 shares of public company shares .

NOTE 4 – INVESTMENTS IN CORPORATIONS AND LLCS

Investments in corporations and limited liability companies as of December 31, 2023 and 2022 consisted of the following:

FUB Mineral LLC

Ferrox Holdings Ltd.

Total Investments in Corporations and LLCs

FUB Mineral LLC

On October 1, 2021, the Company made an investment into FUB Mineral LLC (“FUB”) in the amount of $ 250,000 in exchange 38.45 % of the membership interest.

As such, the investment in FUB will be accounted for using the equity method of accounting.

On February 1, 2022, the Company invested an additional $ 200,000 into FUB through the purchase of debt held in that entity, resulting in the current Company’s ownership of 41.75 % of FUB.

The Company recorded passthrough activity of $ 13,147 and $ 141,943 , for the years ended December 31, 2023 and 2022, respectively.

Ferrox Holdings Ltd.

On December 23, 2022, the Company entered into an agreement with Maxpro Invest Holdings Inc.

(“Maxpro”) to purchase from Maxpro the sum of 95,000,000 Class A Common Stock of Ferrox Holdings Ltd.

(“Ferrox”) that was owned by Maxpro.

RMC has a 9.9 % ownership interest in Ferrox.

As such, the investment in Ferrox will be accounted for using the cost method of accounting.

The consideration paid to Maxpro for those shares was the sum of 627,806 shares of common stock of the Company.

NOTE 5 – CONVERTIBLE NOTES RECEIVABLE

Convertible notes receivable as of December 31, 2023 and 2022 consisted of the following:

Heart Water Inc.

Ferrox Holdings Ltd.

Advanced Magnetic Lab, Inc.

Total Convertible Notes Receivable

Heart Water Inc.

On December 2, 2022, the Company advanced $ 100,000 to Heart Water Inc.

(“HW”) in exchange for an Unsecured Convertible Promissory Note issued to the Company.

The Unsecured Convertible Promissory Note carries an 8.0 % annual interest rate and is unsecured and has no guarantees.

The HW Convertible Promissory Note converts into HW common stock at a price equal to 80% of the price per share paid by the investors in the next round of HW financing.

The maturity date of the HW Convertible Promissory Notes is October 6, 2028.

Concurrently, the Company and HW entered into an agreement whereby the Company has the ability to invest in certain development projects of HW in exchange for a per-gallon of water payment from the water that is captured and sold from the project.

An additional $ 650,000 was advanced in exchange for Convertible Promissory Notes during 2023.

Ferrox Holdings Ltd.

In March 2022 and September 2022, the Company made a series of investments totaling $ 250,000 into convertible debt of Ferrox.

The convertible debt holds a 7.0 % annual interest rate, compounded annually, and is convertible into common stock of Ferrox at $ 0.15 per share.

The convertible debt is unsecured and has no guarantees.

As part of its investment in the convertible debt of Ferrox, the Company also received an additional 833,335 common shares of Ferrox at the time of investment.

NOTE 5 – CONVERTIBLE NOTES RECEIVABLE (cont.)

Advanced Magnetic Lab, Inc.

On December 21, 2022, Advanced Magnetic Lab, Inc.

(“AML”) issued a Convertible Promissory Note to the Company in the amount of $ 250,000 .

Additional Convertible Promissory Notes were subsequently issued by AML to the Company in the amount of $ 50,000 each on February 21, 2023, March 20, 2023, and May 5, 2023.

The Convertible Promissory Notes carry a 10.0 % annual interest rate, compounded monthly, and has the ability to convert into common stock of AML at a rate of $ 1.50 per share, or repaid at maturity, which is twenty-four months after issuance.

The Convertible Promissory Notes are unsecured and have no guarantees.

Concurrently, the Company and AML entered into a royalty agreement on December 21, 2022, whereby the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed by AML from the use of the proceeds from the Convertible Promissory Notes .

NOTE 6 – NOTES RECEIVABLE

Notes receivable as of December 31, 2023 and 2022 consisted of the following:

McCoy Elkhorn Coal LLC

American Resources Corporation

Total Notes Receivable

McCoy Elkhorn Coal LLC

On May 20, 2022, the Company entered into an agreement to fund the development of a series of coal mines located in Pike County, Kentucky in exchange for a promissory note to repay the Company its capital invested, plus interest, and then an ongoing overriding royalty from coal sold from the mines.

$ 117,623 plus interest of $ 17,643 has been funded by the Company under this contract thus far.

The operator of the property is a related entity and is described more in Note 14, Related Party Transactions.

American Resources Corporation

On July 31, 2022, the Company purchased certain payments that are owed to Texas Tech University (“TTU”) from American Resources Corporation for the agreement to participate in sponsored research services performed by TTU and agreed to assume responsibility for those payments.

The payments that were due to TTU amounted to $ 184,663 and the Company has since paid $ 100,000 of that amount so far on behalf of American Resources Corporation.

A note payable between the Company and ARC was created to reflect the assumption by the Company of these payments and the note pays interest of 7.0 % interest rate, compounded quarterly, and matures on July 31, 2024.

There are no collateral or guarantees.

The operator of the technology is a related entity and is described more in Note 14.

NOTE 7 – INTANGIBLE ASSETS

Intangible assets as of December 31, 2023 and 2022 consisted of the following:

Mining Permit Package

Coking Coal Leasing LLC

RMC Environmental Services LLC

Energy Technologies Inc

Accumulated Amortization

Total Intangible Assets

NOTE 7 – INTANGIBLE ASSETS (cont.)

Amortization expense - Intangible Assets totaled $ 67,386 and $ 24,265 for the years ended December 31, 2023 and 2022, respectively.

Land Betterment Exchange (LBX)

The Company is the holder of 250,000 LBX Tokens.

The Company purchased the LBX Tokens for the consideration of $ 2,000,000 of Round A Convertible Debt and 76,924 Warrant “A-2” issued to an affiliated party.

The token issuance process is undertaken by a related party, Land Betterment Corporation, and is predicated on proactive environmental stewardship and regulatory bond releases.

As of June 30, 2022, there is no market for the LBX Token and therefore the purchase price of $ 8 per token has been assigned for fair value.

The consideration issued for the 250,000 tokens was in the form of a $ 2,000,000 convertible note.

Due to the lack of market or independent market level transactions, the value assigned to the LBX Token of $ 0 as of December 31, 2023.

The intangible will be treated as an indefinite lived asset.

Pursuant to ASC 350-30-35-20, “Intangibles – Goodwill and Other” subsequent re-evaluation of the assigned value is not permitted.

However, this does not prohibit the Company from recognizing effects of future transactions of the LBX token should they occur.

Mining Permit Package

On January 3, 2022, the Company entered into an agreement with a Kentucky licensed engineer to create three coal mining permits for the total payment of $75,000, payable in equal weekly installments over the course of 36 weeks.

The permits will be held in the name of American Resources Corporation, a related party, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit .

The intangible will be amortized over its initial 10 year contract period.

On April 1, 2022, the Company purchased the rights to receive rental income from property located in Pike County, Kentucky.

The rental income is $ 2,500 per month and the consideration paid by the Company to the seller was a total of $ 149,150 , which represents $60,000 in cash to be paid to the seller in the form of 80 % of the monthly rental income until the cash consideration is paid in full, plus the issuance of $ 89,150 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded.

The intangible will be amortized over its initial 30 year contract period.

Coking Coal Leasing LLC

On April 15, 2022, the Company entered into a purchase agreement with ENCECo, Inc., (“ENCECo”) the sole owner and member of CCL, whereby the Company issued 236,974 shares of its Class A Common Stock to ENCECo, Inc.

for the purchase of the assets and interests in CCL.

As part of this transaction, the Company, through CCL, purchased a contract to manage the electrical power account for a coal mining complex located in Perry County, Kentucky.

The fee for managing this contract payable to the Company is $ 5,000 per month.

The intangible will be treated as an indefinite lived asset as the ongoing monthly fees will continue as long as the permits remain.

RMC Environmental Services LLC

On August 17, 2022, the Company formed RMC ES as a wholly owned subsidiary of the Company for the purpose of purchasing certain rights to operate a clean fill landfill located in Hamilton County, Indiana that pays RMC ES for each load of clean fill material that is disposed on, or removed from, the landfill.

The consideration paid by the

Company was $ 225,000 for the rights to operate this business.

The intangible will be amortized over its initial 5 year contract period.

Energy Technologies Inc

On September 30, 2022, the Company entered into an agreement to purchase, for the consideration of $ 52,700 , a partial interest in a density gauge analyzer that is manufactured by Energy Technologies, Inc.

and will be repaid to the Company on a per ton of coal basis from coal sold by using the density gauge analyzer.

The operator of the technology is a related entity and is described more in Note 14.

The intangible will be amortized over the 5 year useful life period of the underlying equipment.

It was determined that this asset was not operating according to their plan, the fair value of this asset has been written off in full at the end of 2023.

As of December 31, 2023, future amortization expense are as follows:

2028 and Thereafter

NOTE 8 – PROPERTY AND EQUIPMENT

The Company records property and equipment at cost.

For tools, machinery & equipment, depreciation is calculated using the straight-line method over the estimated useful lives of the assets.

Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Recoverability is measured by comparison of the carrying amount to the future net undiscounted cash flows expected to be generated by the related assets.

If these assets are determined to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the assets.

There was no impairment loss recognized during the periods ending December 31, 2023 and 2022, respectively.

Costs related to maintenance and repairs which do not prolong the asset’s useful life are expensed as incurred.

At December 31, 2023 and 2022, property and equipment were comprised of the following:

Tools, Machinery & Equipment

Accumulated Depreciation

Total Property and Equipment, Net

Depreciation expense amounted to $ 1,586 and $ 925 for the years ended December 31, 2023, and 2022, respectively.

The estimated useful lives are as follows:

Tools, Machinery & Equipment

NOTE 9 – LEASES

The operating right-of-use asset (“ROU”) is the Company’s right to use an asset over the life of a lease.

The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received.

The Company leases certain land and office space under noncancelable operating leases, typically with initial terms of 5 to 21 years.

The Company leases an office from an affiliated entity, Land Resources & Royalties (“LRR”), located in Hazard, Kentucky.

We pay $ 250 a month, plus common charges, in rent with an initial lease term of 10 years.

The Company subleases an office from an affiliated entity, American Resources Corporation (“ARC”), located in Fishers, Indiana.

Historically we have paid $ 2,143 a month in rent, but starting January 2024 that rent was lowered to $ 1,500 per month, with an initial lease term of 10 years.

The Company leases land from an affiliated entity, LRR, located in Pike County, Kentucky.

We pay $ 2,000 a month in rent with an initial lease term of 21 years.

The Company leases land from an affiliated entity, LRR, located in Hamilton County, Indiana.

We pay a minimum of $ 2,000 a month in rent or 20 % of the immediately prior month’s total monthly gross revenues from the lessee’s operations.

The initial lease term is 5 years.

NOTE 9 – LEASES (cont.)

The components of lease expense included on the Company’s statements of operations were as follows:

For the Years Ended

Expense Classification

Operating lease expense:

Amortization of ROU Asset

General and Administrative

Accretion of Operating Lease Liability

General and Administrative

Total Operating Lease Expense

Other information related to leases is as follows:

Weighted-Average Remaining Lease Term:

Operating Leases (in Years)

Weighted-Average Discount Rate:

Operating Leases

The future minimum lease payments required under leases as of December 31, 2023 were as follows:

2028 and Thereafter

NOTE 10 – ROUND A CONVERTIBLE DEBT

As of December 31, 2023 and 2022, the amount outstanding under the Round A Convertible Debt amounted to:

Gross Principal Value of Convertible Notes – Related Party

Gross Principal Value of Convertible Notes – Non-Related Party

Unamortized Loan Discounts

Total Convertible Notes Payable, Net

The principal and any accrued interest in the Round A Convertible Debt has a per share conversion price of $ 6.50 and bear a 10.0 % annual interest rate, compounded calendar quarterly.

Accrued interest of $ 0 and $ 130,631 was recorded at December 31, 2023 and 2022, respectively.

All convertible debt was converted into common stock at the date of business combination.

NOTE 11 –NOTE PAYABLE - RELATED PARTY

As of December 31, 2023 and 2022, the amount outstanding of non-convertible Note Payable to related parties amounted to:

Gross Principal Value of Note Payable – Related Party

Unamortized Loan Discounts

Total Note Payable – Related Party, Net

The Note Payable bears a 10.0 % annual interest rate, compounded calendar quarterly.

Accrued interest of $ 310,507 and $ 123,137 was recorded at December 31, 2023 and 2022, respectively.

The related party note is due two years from the date of issuance and is due in October 2023 .

NOTE 12 –NOTES PAYABLE

As of December 31, 2023 and 2022, the amount outstanding of non-convertible note payable amounted to:

MC Mining Note Payable

Notes Payable – Round B

Total Notes Payable – Related Party, Net

As of December 31, 2023, remaining maturities of notes payable were as follows:

2028 and thereafter

On April 1, 2022, the Company purchased the rights to receive rental income from a related party from property located in Pike County, Kentucky.

The rental income is $ 2,500 per month and the consideration paid by the Company to the seller was a total of $ 149,150 , which represents $ 60,000 in cash to be paid to the seller in the form of 80 % of the monthly rental income until the cash consideration is paid in full, plus the issuance of $ 89,150 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded.

Of the $ 60,000 in cash to be paid to the seller, $ 20,000 and $ 42,000 is outstanding at December 31, 2023 and 2022, respectively.

There is no interest due on the unpaid portion of the monthly rental income.

Notes Payable – Round B

These notes bear a 10 % annual interest rate, compounded calendar quarterly.

Accrued interest of $ 5,712 and $ 0 was recorded at December 31, 2023 and 2022, respectively.

The notes issued under Round B are due two years from the date of issuance.

Due dates are in October 2025.

STOCKHOLDERS’ EQUITY

Preferred Stock - The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At December 31, 2022 there were no shares of preferred stock issued or outstanding.

At December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

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At December 31, 2022, there were 6,890,281 shares of Class A common stock issued and outstanding.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class B common stock are entitled to one vote for each share.

Class B Common Stock — The Company was previously authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class B common stock were entitled to one vote for each share.

At the closing of the Business Combination, we filed an amended and restated certificate of incorporation that eliminated the authorization of the Class B Common Stock.

At December 31, 2022, there were 2,975,000 shares of Class B common stock issued and outstanding, of which 2,875,000 were held by the Sponsor (and of which 375,000 of such shares held by the Sponsor being subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full) so that the Initial Stockholders (exclusive of the holders of Representative Shares) will own 20 % of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering).

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

SHAREHOLDERS’ EQUITY (cont.)

As of December 31, 2023, there were no shares of Class B common stock authorized, issued, or outstanding.

STOCKHOLDERS’ EQUITY (cont.)

Representative Shares

13 unchanged sentences

The number of shares of Class B common stock that our Sponsor holds after the transfer is 2,860,000 .

At the closing of the Business Combination, all shares of Class B common stock were automatically converted into 3,076,500 shares of Class A common stock, and an amended and restated certificate of incorporation was filed that removed the Class B common stock from the authorized capitalization of the Company.

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.

The Company has entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel.

The contract called for cost plus 12.5% margin.

American Resources Corporation

The Company may at times enter into agreements with American Resources Corporation (“ARC”)and its subsidiaries and affiliates, including McCoy Elkhorn Coal LLC and Perry County Resources LLC.

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

Westside Advisors LLC

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

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

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

The note carries an interest rate of 10 %.

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

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

T Squared Partners LP

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

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

The note carries an interest rate of 10 %.

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

RELATED PARTY TRANSACTIONS (cont.)

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

2 unchanged sentences

The advance bears no interest rate.

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

RELATED PARTY TRANSACTIONS (cont.)

Administrative Services Arrangement

1 unchanged sentence

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

As of December 31, 2022, $ 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, $ 220,000 and $ 120,000 , respectively is accrued and owed under this agreement.

Promissory Note — Related Party

2 unchanged sentences

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

As of December 31, 2021 December 31, 2022, $0 and $ 239,825 is outstanding, respectively.

Warrants —Public Warrants may only be exercised for a whole number of shares.

As of December 31, 2023 and 2022, $ 261,243 and $ 239,825 is outstanding, respectively.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The primary temporary differences that give rise to the deferred tax assets and liabilities are as follows:

accrued expenses.

Deferred tax assets consisted of $ 225,248 and $ 175,192 at December 31, 2023 and 2022, respectively, which was fully reserved.

Deferred tax assets consist of net operating loss carryforwards in the amount of $ 187,073 and $ 412,321 at December 31, 2023 and 2022, respectively, which was fully reserved.

The net operating loss carryforwards for year 2022 begin to expire in 2042.

The application of net operating loss carryforwards are subject to certain limitations as provided for in the tax code.

The Tax Cuts and Jobs Act was signed into law on December 22, 2017, and reduced the corporate income tax rate from 34% to 21%.

The Company’s deferred tax assets, liabilities, and valuation allowance reflect the impact of the tax law.

The Company’s effective income tax rate is lower than what would be expected if the U.S.

federal statutory rate ( 21 %) were applied to income before income taxes primarily due to certain expenses being deductible for tax purposes but not for financial reporting purposes.

The Company files income tax returns in the U.S.

federal jurisdiction and various state jurisdictions.

All years are open to examination as of December 31, 2023.

Warrants — On March 17, 2021, we consummated an initial public offering that included the issuance of 4,777,364 publicly traded warrants (the “Public Warrants”) of which all are currently outstanding.

Public Warrants may only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

3 unchanged sentences

No warrant will be exercisable and the Company will not be obligated to issue a Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

WARRANTS (cont.)

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants.

7 unchanged sentences

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders .

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

9 unchanged sentences

If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The company uses the black Scholes option pricing model to value its warrants and options.

The significant inputs are as follows:

Expected Dividend Yield

Expected volatility

Risk-Free Rate

Expected life of warrants

Public Warrants

Exercise Price

Life in Years

Exercisable (vested) - December 31, 2020

Forfeited or Expired

Outstanding December 31, 2021

Exercisable (vested) - December 31, 2021

Forfeited or Expired

Outstanding December 31, 2022

Exercisable (vested) - December 31, 2022

Private Warrants

Exercise Price

Life in Years

Exercisable (vested) - December 31, 2020

$ 2,262,696 .58

Forfeited or Expired

Outstanding December 31, 2021

$ 2,262,696 .58

Exercisable (vested) - December 31, 2021

$ 2,262,696 .58

Forfeited or Expired

Outstanding December 31, 2022

$ 101,431 .23

Exercisable (vested) - December 31, 2022

$ 101,431 .23

FAIR VALUE MEASUREMENTS

3 unchanged sentences

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

Quoted prices in active markets for identical assets or liabilities.

3 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2022 and 2021, assets held in the Trust Account were comprised of $ 7,613,762 and $ 106,116,023 in money market funds which are invested primarily in U.S.

Treasury Securities.

Through December 31, 2022, the Company has not withdrawn any of interest earned on the Trust Account.

The following table presents information about the Company’s assets, liabilities and redeemable class A common that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

$ 106,116,023

FAIR VALUE MEASUREMENTS (cont.)

On October 18, 2021, the Company acquired 250,000 LBX Tokens which were initially recorded at their purchase price of $ 8 per token.

During 2022, the value of the LBX Tokens were written to $ 0 to reflect that there was no market for the tokens.

No cash consideration was given but a convertible note in the amount of $ 2,000,000 and 76,924 warrants (Warrant “A-2”) were issued to Westside Advisors LLC.

The note remains outstanding, and the warrants were converted into shares of the Company as part of the Business Combination on October 31, 2023.

The balance is $0 at both years ended December 31 2023, and 2022.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Warrant Liability – Public Warrants

Warrant Liability – Private Warrants

Commitments and Contingencies:

Class A Common Stock

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying December 31, 2022 and 2021 condensed balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations.

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying December 31, 2023 and December 31, 2022 consolidated balance sheets.

The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement.

5 unchanged sentences

The decrease in the fair value of the warrant liability from the date of the Private Placement (March 19, 2021) to December 31, 2022 reflects a change in the estimated fair value per private warrant for the period from $ 0.95 to $ 0.026 and per public warrant for the period from $ 0.94 to $ 0.021 .

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

FAIR VALUE MEASUREMENTS (cont.)

The following tables present the changes in the fair value of warrant liabilities:

Private Placement

Warrant Liabilities

Fair Value as of January 1, 2023

Initial measurement on March 19, 2021

Change in Valuation Inputs or Other Assumptions

( 1,347,059 )

( 1,663,699 )

( 3,010,758 )

Fair Value as of December 31, 2023

Fair value as of January 1, 2022

Change in valuation inputs or other assumptions

( 2,161,510 )

( 2,926,119 )

( 5,087,629 )

Fair value as of December 31, 2022

COMMITMENTS AND CONTINGENCIES

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

COMMITMENTS AND CONTINGENCIES (cont.)

Underwriting Agreement

The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions.

The underwriters are entitled to a cash underwriting discount of one percent ( 1.00 %) of the gross proceeds of the Initial Public Offering, or $ 1,000,000 (or up to $ 1,150,000 if the underwriters’ over-allotment is exercised in full).

In addition, the underwriters are entitled to a deferred fee of three-point five percent ( 3.50 %) of the gross proceeds of the Initial Public Offering, or $ 3,500,000 (or up to $ 4,025,000 if the underwriters’ over- allotment is exercised in full) upon closing of the Business Combination.

The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

In the course of normal operations, the Company is involved in various claims and litigation that management intends to defend.

The range of loss, if any, from potential claims cannot be reasonably estimated.

However, management believes the ultimate resolution of matters will not have a material adverse impact on the Company’s business or financial position.

Right of First Refusal

1 unchanged sentence

In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

Forward Share Purchase Agreements

Effective March 25, 2022, the Company and certain accredited investors in the Company (the “Investors”) entered into Forward Share Purchase Agreements (each, a “Purchase Agreement” and collectively, the “Purchase Agreements”), pursuant to which the Investors may each individually elect to sell and transfer to the Company via redemption on the earlier of (a) the closing of the Company’s initial business combination (the “Business Combination”), and (b) September 22, 2022 (the “Extended Date”), the amount of shares of the Company’s Class A common stock (“Shares”) identified in each Purchase Agreement, for an aggregate purchase price of $ 10.35 per Share (the “Shares Purchase Price”).

Collectively, the Investors hold 1,123,499 Shares subject to the Purchase Agreements.

The agreement expired on September 22, 2022 unused.

The forward purchase agreement expired on September 22, 2022 and all obligations under the agreement concluded.

Agreement and Plan of Merger

On June 28, 2022, the Company entered into a binding agreement and plan of merger by and among the Company and Royalty Management Co, and Indiana Corporation.

The agreement and plan of merger calls for Royalty Management Co to become a fully owned subsidiary with the Company and values Royalty Management Co at $ 111,000,000 enterprise value.

As of the balance sheet date, the plan of merger is awaiting regulatory approval.

SUBSEQUENT EVENTS

On March 21, 2023, the Company, through actions of its Shareholders, filed an amended and restated articles of incorporation which extended the term of the trust to September 22, 2023 to allow for the execution of a business combination.

An additional 216,697 shares redeemed.

Leaving 545,611 shares of redeemable Class A Common.

On January 29, 2024, 100,000 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On February 1, 2024, the Company entered into an agreement with T.R.

Mining & Quarry Ltd., a Jamaican-based company (T.R.

Mining), to provide a loan to T.R.

Mining of up to $100,000 in exchange for an overriding royalty on all minerals extracted from T.R.

Mining’s exclusive prospecting license and any successor permit.

$10,000 was invested at the time of agreement .

On February 29, 2024, 133,334 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On March 1, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R.

Mining & Equipment Ltd.

On March 11, 2024, the Company deposited $ 5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party.

On March 19, 2024, the Company issued-a non-convertible promissory note to Westside Advisors in the amount of $ 42,000 .

The note is due two years from the date of issuance on March 19, 2026.

On March 19, 2024, the Company deposited $ 5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party.

On March 20, 2024, the Company invested an additional $ 15,000 into Advanced Magnetic Lab, Inc.

under the existing convertible promissory note purchase agreement with that company.

On April 4, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R.

Mining & Equipment Ltd.

On April 13, 2024, the Company’s board of directors unanimously voted to approve a discretionary stock repurchase program.

Under the program, the Company may purchase up to $2,000,000 of its Class A common stock over the next 24 months, as market conditions warrant.

The shares may be repurchased in the open market or in privately negotiated transactions, at prices that the Company deems appropriate and subject to market conditions, applicable law and other factors deemed relevant in the Company's sole discretion.

SUBSEQUENT EVENTS (cont.)

On April 19, 2024, the Company issued a non-convertible promissory note to Westside Advisors in the amount of $ 15,000 .

The note is due two years from the date of issuance on April 19, 2026.

On April 24, 2024, 150,000 shares of restricted common stock were issued to KBB Asset Management LLC pursuant to an existing promissory note purchase and immediate conversion to shares.

On April 22, 2024, 9,591 shares of common stock were purchased thus far by the Company pursuant to the stock buyback program announced on April 17, 2024.

On May 7, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R.

Mining & Equipment Ltd.

On May 13, 2024, 310,000 shares of restricted common stock were issued to KBB Asset Management LLC pursuant to an existing promissory note purchase and immediate conversion to shares.

On June 10, 2024, the Company invested an additional $ 15,000 into Advanced Magnetic Lab, Inc.

under the existing convertible promissory note purchase agreement with that company.

On June 12, 2024, the Company invested an additional $ 10,000 in the existing promissory note between the Company and T.R.

Mining & Equipment Ltd.

On August 30, 2024, the Company amended and restated its Certificate of Incorporation to designate 5,000,000 shares of the Preferred Stock as a newly-designed Series A Preferred Stock.

Series A Preferred Stock will has a $ 1.00 par value, while the remainder of preferred stock will remain at $ 0.0001 .

On September 9, 2024, the Company entered into a royalty and unit purchase agreement and assignment agreement with eko Solutions LLC (“eko”) that provided the Company with certain royalty rights originating from a Commercialization Agreement that was previously signed between Heliponix LLC (“ANU”) and eko on June 18, 2024, which granted to eko revenue sharing and royalty rights to seed pod sales produced by ANU.

The Company also received assignment of Class B units in ANU resulting from a previously-executed Equity Award Agreement dated June 10, 2024, whereby ANU issued to eko 6,100 Class B Units.

The Company paid $100,000 to ANU, which thereby relieved eko from having to pay this amount to ANU.

As a result of this consideration paid, eko assigned and set over to RMC 20.0% of the Pod Royalty sales (resulting from the Commercialization Agreement), and 20.0% of the Class B Units (from the Equity Award Agreement, which equates to 1,220 units ).

The intangible will be treated as an indefinite lived asset as the ongoing revenue sharing and royalty rights will remain in place as long as these contracts remain in place.

On September 12, 2024, the Company into a Technology Development Services Agreement with ReElement Technologies Corporation (“ReElement”) whereby the Company will pay for certain research and development by ReElement to produce technologies related to the purification and separation of platinum group metals, gold, and silver from ore bodies and recycled products (the “PGM Technology”).

The maximum total fees to be paid by RMC in connection with each of the deliverables and the services is an agreed-to-amount of up to $200,000.

As of September 30, 2023, $ 25,000 has been invoiced and paid.

Concurrently, on September 12, 2024, the Company also entered into a Royalty Agreement with ReElement whereby RMC shall receive a royalty from the gross sales resulting from the use or license of the PGM Technology that is developed from the Technology Development Services Agreement.

This royalty is equal to 5% of the gross sales from the PGM Technology, occurring until RMC receives royalty payments amounting to the service fee, and then a 1.5% royalty occurring through the remainder of the royalty term.

The intangible will be treated as an indefinite lived asset as the ongoing royalty rights will remain in place indefinitely.

On October 16, 2024, a former board member of RMC agreed to convert his $ 30,000 of accrued board comp from the periods of 2022 and 2023 into 30,000 shares of the Series A Preferred Stock.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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

What changed 10-K/A

Item 8. Financial Statements and Supplementary Data