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This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important to understanding the results of our operations for the one-year period ended December 31, 2025 and our capital resources and liquidity as of December 31, 2025.
−Removed: Use of the terms “RMCO,” the “Company,” “we,” “us” and “our” in this discussion refer to Royalty Management Holding Corporation and its subsidiaries.
+Added: Use of the terms “RMHC,” the “Company,” “we,” “us” and “our” in this discussion refer to Royalty Management Holding Corporation and its subsidiaries.
Our fiscal year begins on January 1 and ends on December 31.
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Risk Factors” and elsewhere in this Annual Report on Form 10-K.
−Removed: We are a blank check company incorporated in Delaware on January 20, 2021, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
+Added: We were a blank check company incorporated in Delaware on January 20, 2021, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.
We intend to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement units, our shares, debt or a combination of cash, shares and debt.
+Added: We effectuated our business combination with Royalty Management Corporation (“RMC”) on October 31, 2023.
On March 20, 2025 we changed our state of incorporation from the State of Delaware to State of Florida.
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The increase is due to increased volume for our environmental services subsidiary.
+Added: There was a new contract services agreement signed effective February 1, 2025.
+Added: This new contract significantly increased the revenue for this subsidiary.
Total cost of revenues for the year ended December 31, 2025 and 2024 were $4,145,139 and $22,699, respectively.
The increase is due to increased volume for our environmental services subsidiary.
+Added: The significant increase in expense is also due to the new contract services agreement signed effective February 1, 2025.
Total Operating Expenses for the year ended December 31, 2025 and 2024 were $1,098,394 and $1,096,748, respectively.
−Removed: The main reason for the increase to operating expenses were due to additional public company listing fees in addition to professional fees to keep the company compliant.
−Removed: Total Other Income and Expense for the year ended December 31, 2024 were other income of $198,097, mostly from interest income, income from investment in FUB Mineral which is accounted for on the equity method of accounting, the fair value adjustments of warrant liabilities, and interest expense.
+Added: Operating expenses remained stabled during these two years.
Total Other Income and Expense for the year ended December 31, 2025 were other expense of $433,273.
−Removed: The increase was primarily due to a gain on fair value of warrants liabilities, an increase in interest income, and a decrease in interest expense due to all convertible notes being converted at time of business combination.
+Added: The change was primarily due to a loss on fair value of warrants liabilities, and a decrease in interest expense due to Round B Notes Payable being converted to common stock on September 1, 2025.
+Added: Total Other Income and Expense for the year ended December 31, 2024 were other income of $198,097, mostly from interest income, income from investment in FUB Mineral which is accounted for on the equity method of accounting, the fair value adjustments of warrant liabilities, and interest expense.
Financial Condition.
Total Assets as of December 31, 2025 and 2024 amounted to $16,652,523 and $15,040,664, respectively.
−Removed: The increase in assets was due to an increase in accounts and interest receivables.
+Added: The increase in assets was primarily due to an increase in accounts receivable associated with the new contract services agreement.
Total Liabilities as of December 31, 2025 and 2024 amounted to $2,966,716 and $1,414,940, respectively.
−Removed: The primary driver for the decrease in liability balance was the conversions of accrued wages and notes payable to preferred stock shares.
−Removed: See Note 12 for additional information.
+Added: The increase in liabilities was primarily due to an increase in accounts payable.
LIQUIDITY AND CAPITAL RESOURCES
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The Company has limited financial resources.
−Removed: As of December 31, 2024, the Company had a working capital deficit of $236,740, a cash balance of $114,138 and cash flow from operations totaling $690,443.
−Removed: Management believes that the Company has sufficient liquidity to meet its obligations through at least the first quarter of 2026.
+Added: As of December 31, 2025, the Company had positive working capital of $264,585, a cash balance of $133,064 and total positive cash flow for the year totaling $18,926.
In order to execute on its investment and growth plans, the Company will likely be required to raise additional proceeds, through the issuance of equity or debt securities.
−Removed: See Note 11 to the Company’s consolidated financial statements for more information on its Debt Facilities.
+Added: While we anticipate generating sufficient cash from operations to meet our obligations and plans, if necessary, we can reduce investment expenditures or seek alternative financing to enhance our liquidity position.
OFF-BALANCE SHEET ARRANGEMENTS
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As of the year ended December 31, 2024, $120,000, is accrued and owed under this agreement.
+Added: On March 1, 2025, the Company and American Resources Corporation (“ARC”) negotiated the settlement of $381,243 which includes $120,000 for the Administrative Services Arrangement and $261,243 for the Promissory Note – Related Party.
+Added: In this settlement, the Company issued ARC 381,243 shares of Series A Preferred Stock in the Company.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
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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.