What changed in this filing

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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-03-31 · 34 added, 56 removed, 354 unchanged (20% of the section changed)

12 unchanged sentences

Specifically, managements determination was based on the following material weakness which existed as of December 31, 2025:

Due to the Company’s insufficient number of staff performing accounting and reporting functions, there is a lack of segregation of duties within the financial reporting function resulting in limited level of multiple reviews among those tasked with preparing the financial statements, resulting in the need for adjustments.

The Company did not maintain a fully integrated financial consolidation and reporting system throughout the period and as a result, manual analysis, reconciliation and adjustments were required in order to produce financial statements for external reporting purposes.

22 unchanged sentences

Independent Director

Chief Financial Officer

Director/Chief Executive Officer

Chief Financial Officer

Executive officers of the Company are appointed by our Board of Directors and serve at the pleasure of the Board of directors.

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

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

AREC) since 2015, leading the public process as well as integrations of 8 different acquisitions within the infrastructure and resource space.

Taylor is also a founder and President of Land Betterment Corp, a benefit corporation, focused on positive environmental and social communities facing a changing industrial landscape.

Sauve, Director/Chief Executive Officer, has over 12 years leading and managing mining operations and over 15 years investing, restructuring and building businesses.

3 unchanged sentences

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

Amanda Kruse, Chief Financial Officer, in her role at the Company, Amanda oversees all financial reporting and accounting.

Amanda has over 15 years of experience in public and financial accounting with her most recent position as Controller of Royalty Management Holding Corporation.

Her experience includes implementation of several scalable accounting and financial processes and platforms to ensure proper checks and balances and cost controls at various organizations.

Amanda is a graduate of Kelley School of Business at Indiana University in Indianapolis with a Bachelor of Science in Business and a Master of Science in Accounting.

Julie Griffith, Director, has held leadership roles for the Indiana Innovation Institute.

20 unchanged sentences

Roy is a graduate of Syracuse University with degrees in Finance and Marketing and is involved with several philanthropic organizations.

Ben Kincaid, Director, joined ReElement Technologies Corporation after a career as a U.S.

Ben Kincaid, Director, currently serves as Chief Executive Officer of ReElement Technologies Africa, Ltd., a subsidiary of ReElement Technologies Operating Corporation after a career as a U.S.

Diplomat serving and leading teams in multiple countries in Africa, the Middle East, and South Asia.

125 unchanged sentences

Thomas Sauve, Chief Executive Officer;

Kirk Taylor, Chief Financial Officer

Amanda Kruse, Chief Financial Officer

Summary Compensation Table

2 unchanged sentences

Name and principal position

Fees Earned or Paid in Cash

Non-Equity Incentive Plan Compensation

2 unchanged sentences

Sauve, Chief Executive Officer, Director (1)

Taylor, Chief Financial Officer

Amanda Kruse, Chief Financial Officer

Taylor, Previous Chief Financial Officer

Julie Griffith, Director (2)

2 unchanged sentences

Ben Kincaid, Director (5)

Gary Ehlebracht, Director (6)

Daniel Hasler, Director (7)

Mark Laverghetta, Director (8)

Peter Rodriguez, Director (9)

Benjamin Wrightsman, Director (6)

Thomas Sauve was appointed a Director of the Company prior to October 31, 2023.

2024 accrued compensation of $100,000 was converted to preferred stock on September 1, 2024 and December 31, 2024.

2025 and 2024 accrued compensation of $100,000 was converted to preferred stock on each calendar quarter beginning September 1, 2024.

The value of the stock warrants in Column (d) represents amortized book value of warrants valued using the Black-Scholes Options Pricing Model and does not represent the actual cash value of the warrants to the warrant holder.

During 2024, 25,000 stock warrants were issued for board service.

2023 compensation of $150,000 was converted to preferred stock on September 1, 2024.

During each 2025 and 2024, 25,000 stock warrants were issued for board service.

2023 Board compensation of $15,000 was also converted to preferred stock on September 1, 2024.

1 unchanged sentence

During 2024, 25,000 stock warrants were issued for board service.

During each 2025 and 2024, 25,000 stock warrants were issued for board service.

Josh Hawes was appointed as a director on November 25, 2024.

During 2025, 25,000 stock warrants were issued for board service.

Roy Smith was appointed as a director on February 12, 2024.

During 2024, 25,000 stock warrants were issued for board service.

During each 2025 and 2024, 25,000 stock warrants were issued for board service.

Ben Kincaid was appointed as a director on November 25, 2024.

Gary Ehlebracht was appointed as a director at the Company’s inception on January 10, 2021.

His board service ended on February 7, 2024.

Daniel Hasler was appointed as a director at the Company’s inception on January 10, 2021.

His board service ended on February 7, 2024.

Mark Laverghetta was appointed as a director of Royalty Management Corporation, the wholly owned subsidiary of the Company, at its inception on June 21, 2021.

$15,000 of board comp was accrued and later converted to preferred stock of the Company on October 16, 2024.

His board service ended on October 31, 2023.

Peter Rodriguez was appointed as a director of Royalty Management Corporation, the wholly owned subsidiary of the Company, at its inception on June 21, 2021.

$15,000 of board comp was accrued and later converted to preferred stock of the Company on October 16, 2024.

His board service ended on October 31, 2023.

During 2025, 25,000 stock warrants were issued for board service.

Benjamin Wrightsman was appointed as a director on February 12, 2024.

18 unchanged sentences

Thomas Sauve, Chief Executive Officer and Director

Kirk Taylor, Chief Financial Officer (4)

Amanda Kruse, Chief Financial Officer

Julie Griffith, Independent Director

4 unchanged sentences

Five Percent Holders

Liberty Hill Capital Management LLC

First Frontier Capital LLC (3)

White River Holdings LLC

5 unchanged sentences

Excludes shares issuable pursuant to any warrants outstanding.

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

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

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

Beneficial owner is Mark LaVerghetta.

Manager of entity is Mark Jensen.

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

Manager of entity is Thomas Sauve.

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

Our initial shareholders beneficially own approximately 20% of the issued and outstanding shares of common stock and will have the right to appoint all of our directors prior to the completion of our initial business combination.

1 unchanged sentence

Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated certificate of incorporation and bylaws and approval of significant corporate transactions including our initial business combination.

Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our Initial Public Offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our Class A shares of common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A shares of common stock or pre-initial business combination activity.

Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our Initial Public Offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our shares of common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our shares of common stock or pre-initial business combination activity.

Further, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased during or after our Initial Public Offering in favor of our initial business combination.

4 unchanged sentences

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.

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

American Resources Corporation

The Company may at times enter into agreements with American Resources Corporation (“ARC”) and its subsidiaries and affiliates, including McCoy Elkhorn Coal LLC and Perry County Resources LLC, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.

The Company may at times enter into agreements with American Resources Corporation (“ARC”) and its subsidiaries and affiliates, an entity in which Thomas Sauve is a director and President.

First Frontier Capital LLC

The Company may at times enter into financing agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer of the Company.

On February 1, 2022, First Frontier Capital LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-7.” On October 31, 2023, as part of the Business Combination, the notes and warrants held by First Frontier Capital LLC were converted into Class A Common Stock of the Company.

The Company may at times enter into financing agreements with First Frontier Capital LLC, an entity managed by Thomas Sauve, Chief Executive Officer of the Company.

Mining & Equipment Ltd.

The Company may at times enter into agreements with T.

Mining & Equipment Ltd., an entity owned 51% by a subsidiary of American Resources Corporation.

Mining & Equipment Ltd., an entity that has provided American Resources Corporation with certain sales rights.

Administrative Services Arrangement

2 unchanged sentences

At the date of business combination, the services agreement terminated.

As of both years ended December 31, 2024 and 2023, $120,000, is accrued and owed under this agreement.

The balance as of December 31, 2024 was $120,000.

On March 1, 2025, the Company and ARC negotiated the settlement of $381,243 which includes $120,000 for the Administrative Services Arrangement and $261,243 for the Promissory Note – Related Party.

In this settlement, the Company issued ARC 381,243 shares of Series A Preferred Stock in the Company.

Promissory Note — Related Party

2 unchanged sentences

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

As of both years ended December 31, 2024 and 2023, $261,243 is outstanding.

As of the years ended December 31, 2025 and 2024, $0 and $261,243 is outstanding, respectively.

Director Independence

3 unchanged sentences

6866), services as the Company’s independent registered public accounting firm.

Borgers CPA, PC (PCAOB ID:

5041), served as the Company’s independent registered public accounting firm during 2023.

The following is a summary of fees paid or to be paid to CM3 Advisory during 2024 and B.F.

Borgers CPA, PC, or B.F.

Borgers, for 2023.

The following is a summary of fees paid or to be paid to CM3 Advisory during 2025 and 2024

Audit-Related Fees

21 unchanged sentences

(3) Exhibits:

Exhibit Number

Certificate of Incorporation

20 unchanged sentences

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Compensation Clawback Policy

Inline XBRL Instance Document

9 unchanged sentences

(2) Previously filed as an exhibit to our Current Report on Form 8-K filed on March 23, 2021, and incorporated by reference herein.

(3) Previously filed as an exhibit to Form 10-K/A filed on April 15, 2025, and incorporated by reference herein.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

18 unchanged sentences

Registrant’s authorized signatory in the United Sates)

/s/ Amanda Kruse

Chief Financial Officer

2 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures