When did Royalty Management Holding Corp file this 10-Q?

Royalty Management Holding Corp (RMCO) filed this Quarterly Report (Form 10-Q) with the SEC on May 14, 2026. The accession number assigned by EDGAR is 0001477932-26-003143.

What does a 10-Q disclose?

Form 10-Q is the SEC's quarterly report. Public companies file it after each of the first three fiscal quarters to disclose unaudited financial statements and management's discussion of operations. The fourth-quarter results are rolled into the annual 10-K instead.

How is a 10-Q different from a 10-K?

Form 10-Q is filed three times a year (after Q1, Q2, and Q3 — the fourth quarter rolls into the 10-K). 10-Qs contain unaudited interim financial statements and a shorter MD&A. They're due 40 or 45 days after quarter end depending on filer size.

Where can I find Royalty Management Holding Corp's prior quarterly reports on EDGAR?

The SEC EDGAR browser lists every 10-Q Royalty Management Holding Corp has filed under CIK 1843656, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.

Royalty Management Holding Corp (RMCO) 10-Q filed May 14, 2026

rmco_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission file number: 001-40233

ROYALTY MANAGEMENT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Florida

86-1599759

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12115 Visionary Way, Unit 174

Fishers, Indiana 46038

(Address of principal executive offices) (Zip Code)

(317) 855-9926

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

	Trading	Name of each exchange on which
Title of each class	Symbol(s)	registered
Common stock par value $0.0001 per share	RMCO	The Nasdaq Stock Market LLC
Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	RMCOW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Smaller reporting company	☒
Accelerated filer	☐	Emerging growth company	☒
Non-accelerated Filer	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 14, 2026, 15,159,557 shares of common stock, par value $0.0001 per share were issued and outstanding.

ROYALTY MANAGEMENT HOLDING CORPORATION

FORM 10-Q

TABLE OF CONTENTS

Part I – Financial Information

	Item 1.	Interim Financial Statements	5

		Condensed Consolidated Balance Sheets (Unaudited)	5

		Condensed Consolidated Statements of Operation (Unaudited)	6

		Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	7

		Condensed Consolidated Statements of Cash Flows (Unaudited)	8

		Notes to Unaudited Condensed Consolidated Financial Statements	9

	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

	Item 4.	Controls and Procedures	38

Part II – Other Information

	Item 1.	Legal Proceedings	39

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

	Item 3.	Default upon Senior Securities	39

	Item 4.	Mine Safety Disclosures	39

	Item 5.	Other Information	39

	Item 6.	Exhibits	40

Part III – Signatures			41

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy, plans and prospects, existing and prospective products, research and development costs, timing and likelihood of success, and plans and objectives of management for future operations and results, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Report are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Report and are subject to a number of important factors that could cause actual results to differ materially from those in the forward-looking statements, including the risks, uncertainties and assumptions described in the section titled “Risk Factors” in the 2025 10-K, filed March 30, 2026, and as further updated in this Report under Part II. Item 1A. “Risk Factors,” and in our other filings with the SEC, that may cause our actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking statements.

Table of Contents

These forward-looking statements are subject to numerous risks, including, without limitation, the following:

	·	expectations regarding Royalty Management Holding Corporation strategies and future financial performance, including its future business plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and Royalty’s ability to invest in growth initiatives and pursue acquisition opportunities;

	·	limited liquidity and trading of Royalty’s securities;

	·	geopolitical risk and changes in applicable laws or regulations;

	·	the possibility that Royalty may be adversely affected by other economic, business, and/or competitive factors;

	·	operational risk;

	·	risk that a health crisis and/or pandemic, and local, state, and federal responses to addressing the pandemic may have an adverse effect on our business operations, as well as our financial condition and results of operations;

	·	cybersecurity risk; and

	·	litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on Royalty’s resources.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

You should read this Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Where You Can Find More Information

All reports we file with the SEC are available for download free of charge via the Electronic Data Gathering Analysis and Retrieval (EDGAR) System on the SEC’s website at www.sec.gov. We also make electronic copies of our reports available for download, free of charge, through our website at https://www.royaltymgmtcorp.com/ as soon as reasonably practicable after filing such material with the SEC. Information contained on our website is not part of this Report.

Table of Contents

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

UNAUDITED

	March 31,			December 31,
	2026			2025

ASSETS
Cash and Cash Equivalents	$	343,949		$	133,064
Accounts Receivable, Net		1,758,303			1,662,408
Prepaid Insurance		5,028			-
Interest Receivable		438,234			391,034
Fee Income Receivable		70,893			53,504
Total Current Assets		2,616,407			2,240,010

Investments in Corporations and LLCs		10,251,840			10,248,661
Convertible Notes Receivable		1,430,000			1,430,000
Notes Receivable		262,905			262,905
Intangible Assets, Net		2,068,342			1,971,554
Restricted Cash		195,350			195,350
Tools, Machinery & Equipment, Net		21,768			2,246
Operating Lease Right-Of-Use Assets, Net		273,665			301,797

TOTAL ASSETS	$	17,120,277		$	16,652,523

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES
Accounts Payable	$	1,639,346		$	1,614,628
Current Portion of Operating Lease Liabilities		33,189			36,996
Dividends Payable		37,874			37,852
Returnable Deposit		-			27,000
Accrued Interest		1,841			-
Accrued Expenses		276,905			254,533
Total Current Liabilities		2,156,425			1,971,009

Operating Lease Liabilities, Net of Current Portion		285,886			308,402
Convertible Debt		167,270			-
Fair Value Liability of Public Warrants		1,297,489			682,889
TOTAL LIABILITIES	$	3,739,800		$	2,962,300

COMMITMENTS AND CONTINGENCIES (Note 14)		-			-

STOCKHOLDERS’ EQUITY

Preferred Stock: $0.0001 par value; 5,000,000 shares authorized, 0 shares issued and outstanding as of the periods ended March 31, 2026 and December 31, 2025		-			-
Preferred Stock: $1.00 par value; 5,000,000 shares authorized, 2,613,979 and 2,232,879 shares issued and outstanding as of the periods ended March 31, 2026 and December 31, 2025, respectively		2,613,979			2,232,879
Common Stock: $0.0001 par value; 100,000,000 shares authorized, 15,159,557 and 15,149,705 shares issued and outstanding as of the periods ended March 31, 2026 and December 31, 2025, respectively		1,516			1,515

Dividends Declared		(150,065	)		(112,191	)

Additional Paid-In Capital		11,058,291			11,058,906

(Accumulated Deficit) Retained Earnings		(143,244	)		509,114

Total Stockholders’ Equity		13,380,477			13,690,223

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	17,120,277		$	16,652,523

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.

Table of Contents

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

UNAUDITED

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025

Environmental Services		1,611,265			898,334
Fee Income		2,389			2,389
Rental Income		22,500			22,500
TOTAL REVENUE		1,636,154			923,223

Cost of Revenue		(1,427,448	)		(669,900	)

GROSS PROFIT		208,706			253,323

Intangibles Amortization Expense		(14,211	)		(14,211	)
Depreciation Expense		(1,445	)		(396	)
General and Administrative Expenses		(141,195	)		(208,734	)
Professional Fees		(138,663	)		(141,193	)
Total Operating Expenses		(295,514	)		(364,534	)

NET LOSS FROM OPERATIONS		(86,808	)		(111,211	)

OTHER INCOME (EXPENSE)
Interest Income		47,712			37,759
Income From Investment		3,179			2,222
(Loss) Gain on Warrant Fair Value Adjustment		(614,600	)		19,436
Interest Expense		(1,841	)		(6,961	)
Total Other (Expense) Income		(565,550	)		52,456

NET LOSS		(652,358	)		(58,755	)

Weighted Average Shares Outstanding, Basic and Diluted		15,149,814			14,938,128
Net Loss Per Share, Basic	$	(0.04	)	$	(0.00	)

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.

Table of Contents

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

UNAUDITED

	Common Stock						Preferred Stock				Dividends			Additional Paid-In			Retained			Total Stockholders’
	Shares			Amount			Shares		Amount		Declared			Capital			Earnings			Equity
Balance December 31, 2024		14,958,817		$	1,496			1,607,886	$	1,607,886		-		$	10,784,754		$	1,231,588		$	13,625,724
Shares Issued for Purchase of Debt								381,243		381,243											381,243
Shares Issued for Services								56,250		56,250											56,250
Share Buyback		(40,000	)		(4	)									(29,996	)					(30,000	)
Stock Compensation - Warrants															6,906						6,906
Preferred Stock – Stock Dividends		19,311			2										(2	)					-
Net Income																		(58,755	)		(58,755	)
Balance March 31, 2025		14,938,128			1,494			2,045,379		2,045,379		-			10,761,663			1,172,833			13,981,369

Balance December 31, 2025		15,149,705			1,515			2,232,879		2,232,879		(112,191	)		11,058,906			509,114			13,690,223
Preferred Shares Issued								318,600		318,600											318,600
Shares Issued for Services								62,500		62,500					(17,857	)					44,643
Stock Compensation - Warrants															17,243						17,243
Preferred Stock – Stock Dividends		9,852			1										(1	)					-
Dividends Declared												(37,874	)								(37,874	)
Net Loss																		(652,358	)		(652,358	)
Balance March 31, 2026		15,159,557			1,516			2,613,979		2,613,979		(150,065	)		11,058,291			(143,244	)		13,380,477

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.

Table of Contents

ROYALTY MANAGEMENT HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

UNAUDITED

	For the Three Months Ended March 31,			For the Three Months Ended March 31,
	2026			2025
Cash Flows from Operating Activities:
Net Loss	$	(652,358	)	$	(58,755	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operations
Amortization Expense of Operating Lease Right-of-Use Assets		1,809			19,159
Amortization of Intangibles		14,211			14,211
Depreciation Expense		1,445			396
Issuance of Preferred Shares for Service		44,643			56,250
Stock Compensation - Warrants		17,243			6,906
Fair Value Adjustment of Public Warrants		614,600			(19,436	)

Changes in Operating Assets and Liabilities:
Accounts Receivable		(95,895	)		(629,914	)
Prepaid Insurance		(5,028	)		3,626
Interest Receivable		(47,200	)		(37,481	)
Fee Income Receivable		(17,389	)		176,986
Accounts Payable – Related Party		-			(381,243	)
Accounts Payable		24,719			679,125
Due to Related Party		-			(1,500	)
Dividends Payable		22			-
Returnable Deposit		(27,000	)		-
Accrued Interest		1,841			-
Accrued Expenses		22,372			38,925
Net Cash Used in Operating Activities		(101,965	)		(132,745	)

Cash Flows from Investing Activities
Investments in Corporations and LLCs		(3,179	)		(2,222	)
Investments in Notes Receivable		-			(197,875	)
Investments in Intangible Assets		(111,000	)		-
Investments in Tools, Machinery & Equipment		(20,967	)		-
Net Cash Used in Investing Activities		(135,146	)		(200,097	)

Cash Flows from Financing Activities:
Preferred Shares Issued for Purchase of Debt		-			381,243
Common Shares Repurchased		-			(30,000	)
Preferred Shares Issued		318,600			-
Proceeds from Issuance of Convertible Notes		167,270			-
Dividends Paid to Shareholders		(37,874	)		-
Net Cash Provided by Financing Activities		447,996			351,243

Net Change in Cash		210,885			18,401
Cash – Beginning of Period		328,414			309,488
Cash – Ending of Period	$	539,299		$	327,889

Supplemental Information
Cash Paid for Interest		-			-
Cash Paid for Taxes		-			-

The accompanying footnotes are integral to the unaudited condensed consolidated financial statements.

Table of Contents

ROYALTY MANAGEMENT HOLDING CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

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 Business Combination with Royalty Management Corporation (“RMC”) on October 31, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”). On March 20, 2025, the Company changed its state of incorporation from the State of Delaware to State of Florida. 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 accompanying unaudited condensed consolidated financial statements of RMHC and its subsidiaries have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all normal and recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ended December 31, 2026. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2025 as filed on March 30, 2026.

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

Use of Estimates

The preparation of financial statements in conformity with 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.

Table of Contents

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

Earnings Per Share

The Company’s basic earnings per share (“EPS”) amounts have been computed based on the average number of shares of common stock outstanding for the period and include the effect of any participating securities as appropriate. Diluted EPS includes the effect of the Company’s outstanding stock warrants, if inclusion of these items is dilutive.

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 Board of Directors of the Company, as per internal policies.

Cash Equivalents and Concentration of Cash Balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed the federally insured limit of $250,000. As of March 31, 2026 and December 31, 2025, 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 both March 31, 2026 and December 31, 2025, RMC has $195,350 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 (“McCoy”).

The following table sets forth a reconciliation of cash and restricted cash reported in the condensed consolidated balance sheet for the periods ended March 31, 2026 and December 31, 2025.

	March 31,		December 31,
	2026		2025
Cash and Cash Equivalents	$	343,949	$	133,064
Restricted Cash		195,350		195,350
Total Cash, Cash Equivalents, and Restricted Cash presented in the Statement of Cash Flows	$	539,299	$	328,414

Allowance for Credit Losses

The Company recognizes an allowance for losses on trade accounts receivable in an amount equal to the estimated probable losses net of recoveries. The current expected credit loss model requires the recognition of lifetime expected credit losses at each reporting date, considering past events, current conditions, and reasonable forecasts. In assessing the credit quality of our portfolio, management utilizes a provision matrix that classifies trade receivables by customer type and age of receivable. For receivables with questionable collectability, a specific reserve is assigned. The estimated credit losses are a reflection of these factors, with the matrix applying percentages to the receivables based on their risk profile, adjusted for current and expected future conditions.

Allowance for credit losses as of March 31, 2026 and December 31, 2025 amounted to $18,039 for both periods.

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 three-month periods ending March 31, 2026 and 2025, respectively.

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

The estimated useful lives are as follows:

Tools, Machinery & Equipment

5 Years

Table of Contents

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.

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; (c) the prices are fixed and determinable and not subject to refund or adjustment; 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. Environmental Services income is predominantly sourced from a combination of income the Company receives from receiving or selling construction byproducts, such as dirt and asphalt, or providing contract labor to industrial clients for a fee. Rental income is typically associated with rents and fees the Company receives from tenants on Company controlled properties. The Company anticipates additional income in the future in the form of royalty income from investments in various mining projects, real estate, and technologies. As of March 31, 2026, 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 three months ended:

	March 31,		March 31,
	2026		2025
Environmental Services	$	1,611,265	$	898,334
Fee Income		2,389		2,389
Rental Income		22,500		22,500
Total Revenue		1,636,154		923,223

Table of Contents

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 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. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F under which the Warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, the Company classifies the Warrants as liabilities at their fair value and adjust the Warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The Private Warrants and the Public Warrants for periods where no observable traded price was available are valued using a Monte Carlo simulation. 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.

Stock-based Compensation

Stock-based compensation is measured at the grant date based on the fair value of the award and is recognized as expense over the applicable vesting period of the stock award (generally 0 to 3 years) using the straight-line method.

On December 17, 2024, the Board of Directors approved compensation to each Director in the amount of 25,000 warrants for each 2024 and 2025 board service, both at an exercise price of $1.00 per share, with a 3-year term, and such warrants will be issued immediately. On March 27, 2026, the Board of Directors approved compensation to each Director in the amount of 25,000 warrants for 2026 board service, at an exercise price of $2.31 per share, with a 3-year term, and warrants will be issued immediately. Stock-based compensation to board members is accounted for under ASC 718, “Compensation-Stock Compensation”. Stock-based compensation expense related to stock awards granted to a board member is recognized based on the grant-date estimated fair values of the awards using the Black Scholes option pricing model (“Black Scholes”). The value is recognized as expense ratably over the requisite service period, which is generally the vesting term of the award. We adjust the expense for actual forfeitures as they occur. Stock-based compensation expense is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided.

Black-Scholes requires a number of assumptions, of which the most significant are expected volatility, expected option term (the time from the grant date until the options are exercised or expire) and risk-free rate. Expected volatility is determined using the historical volatility for the Company. The risk-free interest rate is based on the yield of US treasury government bonds with a remaining term equal to the expected life of the option. The expected dividend yield is 0.337% based on the Company’s current dividend rate of $0.01 per year, payable calendar quarterly.

Table of Contents

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

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized.

The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is more likely than not that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company has recognized any interest and penalties related to any uncertain tax positions through its income tax expense.

The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future.

The Company expects to file U.S. federal and various state income 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 three-month periods ending March 31, 2026 and 2025.

Segment Information

The Company’s operations include corporate and three operating segments. The Company’s Chief Executive Officer, as its chief operating decision maker (“CODM”), manages and allocates resources to the operations of the Company based on the segment profit and loss statements. Segment asset information is not used by the CODM to allocate resources. This enables our Chief Executive Officer to assess our overall level of available resources and determine how best to deploy these resources across projects to monitor and evaluate overall company performance, allocating resources, and establishing management compensation in line with our long-term company-wide strategic goals.

Table of Contents

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

New Accounting Pronouncements

Management has determined that the impact of the following recent FASB pronouncements will not have a material impact on the financial statements.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the statement of operations where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures.

No other new accounting pronouncements recently adopted or issued had or are expected to have a material impact on the consolidated financial statements.

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.

Table of Contents

NOTE 3 – INVESTMENTS IN CORPORATIONS AND LLCS

Investments in corporations and limited liability companies as of March 31, 2026 and December 31, 2025 consisted of the following:

	March 31, 2026		December 31, 2025
FUB Mineral LLC	$	628,135	$	624,956
Ferrox Holdings Ltd.		9,623,705		9,623,705
Total Investments in Corporations and LLCs	$	10,251,840	$	10,248,661

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 for 38.45% of the membership interest. The investment in FUB is 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. FUB Mineral is an entity that owns or controls coal properties and real estate in the United States that can be leased to mining companies for rental income or a royalty on sales. The Company recorded passthrough income of $3,179 and $2,222, for the three-month periods ended March 31, 2026 and 2025, 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. The investment in Ferrox is accounted for using the cost method of accounting. Ferrox is a mining company with operations in South Africa that is focused on extracting and selling iron, vanadium, titanium, and phosphate. The consideration paid to Maxpro for those shares was the sum of 627,806 shares of common stock of the Company.

NOTE 4 – CONVERTIBLE NOTES RECEIVABLE

Convertible notes receivable as of March 31, 2026 and December 31, 2025 consisted of the following:

	March 31, 2026		December 31, 2025
Heart Water Inc.	$	750,000	$	750,000
Ferrox Holdings Ltd		250,000		250,000
Advanced Magnetic Lab, Inc.		430,000		430,000
Total Convertible Notes Receivable	$	1,430,000	$	1,430,000

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 166,667 common shares of Ferrox at each of the five dates of investment that took place during March and September 2022, for a total 833,335 common shares.

Table of Contents

NOTE 4 – 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. An additional Convertible Promissory Note issued in the amount of $15,000 on each March 20, 2024 and June 11, 2024. 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 5 – NOTES RECEIVABLE

Notes receivable as of March 31, 2026 and December 31, 2025 consisted of the following:

	March 31, 2026		December 31, 2025
McCoy Elkhorn Coal LLC	$	99,375	$	99,375
Perry County Resources LLC		95,000		95,000
T. R. Mining & Equipment Ltd.		68,530		68,530
Total Notes Receivable	$	262,905	$	262,905

McCoy Elkhorn Coal LLC

On January 1, 2025, the Company and McCoy Elkhorn Coal LLC agreed to convert certain accrued fees due from McCoy Elkhorn Coal to the Company under a Promissory Note and Overriding Royalty Agreement to a promissory note with a principal amount of $50,662. The promissory note holds a 0% interest rate for the first 12 months, and then thereafter the interest rate is fixed at an annual 4.26% for the remainder of the term, which matures on January 1, 2027. The note has one balloon payment due at the end of the note term.

On January 1, 2025, the Company and McCoy Elkhorn Coal LLC agreed to convert certain accrued fees due from McCoy Elkhorn Coal to the Company under a General Indemnity and Supplemental Fee Agreement to a promissory note with a principal amount of $48,714. The promissory note holds a 9.39% annual interest rate and matures on January 1, 2027. The note has one balloon payment due at the end of the note term.

Perry County Resources LLC

On January 1, 2025, the Company and Perry County Resources LLC agreed to convert certain accrued fees due from Perry County Resources to the Company under a Sales Agreement to a promissory note with a principal amount of $95,000. The promissory note holds a 0% interest rate for the first 12 months, and then thereafter the interest rate is fixed at annual 4.26% for the remainder of the term, which matures on January 1, 2027. The note has one balloon payment due at the end of the note term.

T. R. Mining & Equipment Ltd.

On February 2, 2024, February 29, 2024, April 4, 2024, May 7, 2024, and June 14, 2024, the Company invested the amount of $10,000 each into T.R. Mining & Equipment Ltd. in the form of Promissory Notes and a royalty payable to the Company on all products and materials sold from the permit over the life of the permitted resource. On February 10, 2025 an additional $3,500 was invested. On April 16, 2025, an additional $15,030 was invested. The Promissory Notes hold a 10.0% annual interest rate, compounded monthly, and matured on December 31, 2025. The Royalty Agreement provides the Company with a perpetual royalty of 10.0% of all sales of ores that are mined and sold from the permitted resource. The operator is a related entity and is described more in Note 11.

Table of Contents

NOTE 6 – INTANGIBLE ASSETS

Intangible assets as of March 31, 2026 and December 31, 2025 consisted of the following:

	March 31, 2026			December 31, 2025
Mining Permit Package	$	68,739		$	68,739
MC Mining		149,150			149,150
Coking Coal Leasing LLC		1,540,331			1,540,331
RMC Environmental Services LLC		225,000			225,000
Heliponix LLC		100,000			100,000
Reelement Technologies Corporation		191,500			80,500
Less: Accumulated Amortization		(206,378	)		(192,166	)
Total Intangible Assets	$	2,068,342		$	1,971,554

Amortization expense – Intangible Assets totaled $14,211 at both the three-month periods ended March 31, 2026 and 2025.

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 March 31, 2026. 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.

Table of Contents

NOTE 6 – INTANGIBLE ASSETS (cont.)

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.

MC Mining

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 Coking Coal Leasing LLC (“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 Environmental Services LLC (“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.

Heliponix LLC

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. The value of ANU’s Class B units received by the Company is considered nominal.

Reelement Technologies Operating Corporation

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 March 31, 2025, $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 September 1, 2025, the Company entered into a Royalty Agreement with ReElement whereby RMC will provide payment of the patent development for ReElement in exchange for a royalty. The fees RMC will pay directly to a third-party vendor on behalf of ReElement will be for a twelve-month period beginning the date of the contract. These fees will be for the creation of the patent(s) utilized by ReElement. As of the periods ended March 31, 2026 and December 31, 2025, $166,500 and $55,500, respectively, have been invoiced and paid to the third-party vendor. RMC will receive a royalty from the gross sales resulting from ReElement’s use or license of the Intellectual Property equal to 2.5% occurring until RMC receives royalty payments to 115% of the fees paid, and then 0.50% 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.

As of March 31, 2026, future amortization expenses are as follows:

Remainder of 2026			42,634
2027			41,846
2028			11,846
2029			11,846
2030			11,846
2031 and Thereafter			116,493
			236,511

Table of Contents

NOTE 7 – PROPERTY AND EQUIPMENT

At March 31, 2026 and December 31, 2025, property and equipment were comprised of the following:

	March 31, 2026			December 31, 2025
Tools, Machinery & Equipment	$	28,895		$	7,928
Less: Accumulated Depreciation		(7,127	)		(5,682	)
Total Property and Equipment, Net	$	21,768		$	2,246

Depreciation expense amounted to $1,445 and $396 for the three-month periods ended March 31, 2026, and 2025, respectively.

NOTE 8 – LEASES

The Company determines if an arrangement is a lease at inception. Operating leases are included in right-of-use assets (“ROU”), operating lease liabilities, current, and operating lease liabilities, non-current. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The components of lease expense included on the Company’s statements of operations were as follows:

Table of Contents

NOTE 8 – LEASES (cont.)

		For the Three Months Ended March 31,
	Expense Classification	2026		2025
Operating Lease Expenses:
Amortization of ROU Assets	General and Administrative	$	11,549	$	8,072
Accretion of Operating Lease Liabilities	General and Administrative		20,158		9,311
Total Operating Lease Expenses		$	31,707	$	17,383

Other information related to leases is as follows:	As of			As of
	March 31,			December 31,
	2026			2025
Weighted-Average Remaining Lease Term: Operating Leases (in Years)		2.90			2.99

Weighted-Average Discount Rate: Operating Leases		10.00	%		10.00	%

Table of Contents

NOTE 8 – LEASES (cont.)

As of March 31, 2026, remaining maturities of lease liabilities were as follows:

Remainder of 2026	34,119
2027	69,492
2028	45,492
2029	45,492
2030	45,492
2031 and Thereafter	320,238
Total Lease Payments	560,325
Less Imputed Interest	(241,250	)
Present Value of Lease Liabilities	319,075

Table of Contents

NOTE 9 – CONVERTIBLE DEBT

As of March 31, 2026 and December 31, 2025, The Vault Holding Corporation (“Vault”), a wholly-owned subsidiary of the Company, issued Convertible Notes that amounted to $167,270 and $0, respectively. The principal and any accrued interest of the Convertible Notes have a per share conversion price of $11.00 into the common stock of the Vault and bear a 7% annual interest rate, compounded calendar quarterly. At March 31, 2026 and December 31, 2025, accrued interest of $1,841 and $0, respectively was recorded. The notes issued are due three years from the date of issuance or earlier if converted to common stock of the Vault. Due dates range from January 2029 through March 2029.

NOTE 10 – STOCKHOLDERS’ EQUITY

Preferred Stock - The Company is authorized to issue 10,000,000 shares of “blank check” 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. 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 have a $1.00 par value, while the remainder of preferred stock will remain at $0.0001. At March 31, 2026 and December 31, 2025, there were 2,613,979 and 2,232,879, respectively, shares of preferred stock issued or outstanding, with issuances of Series A Preferred Stock coming from cash, conversions of debts, and fees payable to Series A Preferred Stock.

Common Stock - The Company is authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share. At March 31, 2026 and December 31, 2025, there were 15,159,557 and 15,149,705, respectively shares of common stock issued and outstanding. 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 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. At March 31, 2026, the Company has repurchased a total of 193,052 shares of its common stock, which represents a combination of 31,777 open market purchases and 161,875 shares purchase through private transactions.

On August 29, 2025, the Company received $50,000 consideration and issued 26,316 shares of Common Stock in a privately negotiated transaction with an accredited investor at $1.90 per share.

On September 1, 2025, holders of Round B Notes Payable agreed to convert the entire principal and accrued interest of the Notes into shares of Common Stock at a conversion price of $1.90 per share, resulting in 265,708 shares being issued.

Dividends – The Board of Directors approved and declared a dividend of $0.0025 per share on January 30, 2025 for each quarterly period ending June 30, 2025 through June 30, 2026. This resulted in a total dividend of $37,410 being paid on July 14, 2025 to common stockholders on record at June 30, 2025. A total dividend of $36,928 was paid on October 10, 2025 to common stockholders on record at September 30, 2025. A total dividend of $37,852 was paid on January 10, 2026 to common stockholders on record at December 31, 2025. A total dividend of $37,873 will be paid on April 10, 2026 to common stockholders on record at March 31, 2026.

Stock-based Compensation - Effective December 17, 2024, the Board of Directors of the Company adopted a board compensation plan. The plan provides for the allocation and issuance of stock warrants to directors of the Company for annual compensation for their services on the Company’s Board of Directors.

Total stock-based compensation expense for warrants to directors was $17,243 and $6,907 for the periods ended March 31, 2026 and 2025, respectively, which was charged to general and administrative expense.

As of March 31, 2026 and December 31, 2025, the Company has $148,238 and $41,437, respectively, of unrecognized compensation cost related to unvested stock warrants granted and outstanding, net of estimated forfeitures. The cost is expected to be recognized on a weighted average basis over a period of three years.

The following table summarizes the activity of our stock warrants for the periods ended March 31, 2026 and December 31, 2025:

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
	Warrants		Exercise Price		Life in Years		Value
Outstanding December 31, 2025		225,000	$	1		1.95	$	482,159
Granted		125,000		2.31		2.99		124,044
Forfeited or Expired		-		-		-		-
Exercised		-		-		-		-
Outstanding March 31, 2026		350,000	$	1.47		2.17	$	578,128
Exercisable (Vested) – March 31, 2026		350,000	$	1.47		2.17	$	578,128

Table of Contents

NOTE 11 – RELATED PARTY TRANSACTIONS

Land Resources & Royalties LLC & Wabash Enterprises LLC

The Company currently, and may at times in the future, leases property from Land Resources & Royalties LLC (“LRR”) and enter into various other arm’s length agreements with LRR and/or its parent company, Wabash Enterprises LLC, entities managed by Thomas Sauve. 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 arms-length agreements with American Resources Corporation (“ARC”) and its subsidiaries and affiliates, an entity in which Thomas Sauve is a director.

First Frontier Capital LLC

The Company may at times enter into financing agreements with First Frontier Capital LLC, an entity managed 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 Common Stock of the Company.

T.R. Mining & Equipment Ltd.

The Company may at times enter into arms-length agreements with T. R. Mining & Equipment Ltd., an entity that has provided American Resources Corporation with certain sales rights. RMHC has currently provided investment to T. R. Mining & Equipment in the form of debt, in combination with the right to receive a royalty from the sales.

Administrative Services Arrangement

The Company’s Sponsor agreed, commencing from the date that the Company’s securities are first listed on NASDAQ through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, utilities and administrative services, as the Company may require from time to time. The Company agreed to pay the Sponsor $10,000 per month for these services. At the date of the business combination, the services agreement terminated. 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

On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $800,000 to cover expenses related to Initial Public Offering pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022. From inception to date, $485,900 was advanced and repaid. As of March 31, 2026 and December 31, 2025, $0 is outstanding for both periods.

Table of Contents

NOTE 12 – WARRANTS

Upon the Company initial capitalization, private warrants were issued to its founding investors. Upon the Company’s initial public offering, public warrants were issued to the participating investors. Details of each are below.

Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a common stock upon exercise of a warrant unless the 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.

Table of Contents

NOTE 12 – WARRANTS (cont.)

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at a price of $0.01 per warrant;

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

if, and only if, the reported last sale price of the 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.

In addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. 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.

Table of Contents

NOTE 12 – WARRANTS (cont.)

The Company uses the black Scholes option pricing model to value its warrants and options. The significant inputs are as follows:

	March 31, 2026			December 31, 2025
Expected Dividend Yield		0.34	%		0.32	%
Expected volatility		23.59	%		35.61	%
Risk-Free Rate		3.95	%		3.72	%
Expected life of warrants		0.25			0.25

Public Warrants	Number of Warrants		Weighted Average Exercise Price		Weighted Average Contractual Life in Years		Aggregate Intrinsic Value

Outstanding December 31, 2025		5,252,990	$	-		2.83	$	682,889
Exercisable (Vested) - December 31, 2025		5,252,990	$	-		2.83	$	682,889

Outstanding March 31, 2026		5,252,990	$	-		2.58	$	1,297,489
Exercisable (Vested) - March 31, 2026		5,252,990	$	-		2.58	$	1,297,489

Private Warrants	Number of Warrants		Weighted Average Exercise Price		Weighted Average Contractual Life in Years		Aggregate Intrinsic Value

Outstanding December 31, 2025		3,901,201	$	0.03		2.83	$	-
Exercisable (Vested) - December 31, 2025		3,901,201	$	0.03		2.83	$	-

Outstanding March 31, 2026		3,901,201	$	0.03		2.58	$	-
Exercisable (Vested) - March 31, 2026		3,901,201	$	0.03		2.58	$	-

Table of Contents

NOTE 13 – FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). 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:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

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

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 and the warrant were converted into shares of the Company as part of the Business Combination on October 31, 2023. The balance is $0 at both the periods ended March 31, 2026 and December 31, 2025, respectively.

The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description

Level

March 31,

2026

December 31,

2025

Liabilities:

Warrant Liability – Public Warrants

1,297,489

682,889

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying March 31, 2026 and December 31, 2025 consolidated 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 consolidated statement of operations.

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. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date.

Table of Contents

NOTE 13 – FAIR VALUE MEASUREMENTS (cont.)

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

	Private Placement		Public		Warrant Liabilities
Fair Value as of January 1, 2025	$	-	$	98,756	$	98,756
Change in Valuation Inputs or Other Assumptions		-		584,133		584,133
Fair Value as of December 31, 2025		-		682,889		682,889

	Private Placement		Public		Warrant Liabilities
Fair Value as of January 1, 2026	$	-	$	682,889	$	682,889
Change in Valuation Inputs or Other Assumptions		-		614,600		614,600
Fair Value as of March 31, 2026		-		1,297,489		1,297,489

Table of Contents

NOTE 14 – COMMITMENTS AND CONTINGENCIES

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

For a period beginning on March 21, 2021 and ending 24 months from the closing of a business combination, we have granted the Representative a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors or subsidiaries. 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.

Table of Contents

NOTE 15 – SEGMENT REPORT

In its operation of the business, management, including our chief operating decision maker, who is also our CEO, reviews certain financial information, including segmented internal profit and loss statements. All the revenue generating activity is undertaken and assets are held in eastern Kentucky, Indiana, and Limpopo, South Africa.

For all of the segments, the CODM uses segment operating income (loss) in the annual budgeting and forecasting process. The CODM considers profit measures when making decisions about allocating capital and personnel to the segments. The CODM also uses segment operating income to assess the performance for each segment by comparing the results and return on assets of each segment with one another.

During the periods presented, we reported our financial performance based on the following segments: Corporate, Royalty Management Corporation (RMC), RMC Environmental Services (RMCES) and Vault Holding Corporation (Vault).

Our reportable segments are described below.

Corporate - Includes metal recovery revenue and direct cost of sales related to the maintenance of mining operations in connection with the Share Exchange Agreement with Quest Energy. In addition, certain costs are incurred at a corporate level and allocated to our segments. These allocated costs generally include corporate overhead and administrative support costs incurred as a part of a corporate program. Each allocation is measured differently based on the specific facts and circumstances of the costs being allocated and is generally based on relative gross margin or relative headcount.

RMC – 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.

RMCES – Environmental services business that supports residential, municipal, and commercial development.

Vault – Holds a contract to manage the electrical power account for a coal mining complex in Perry County, Kentucky. The Company plans to leverage this power infrastructure to support digital currency operations, including hosting or managing mining activities.

The accounting policies of our reportable segments are the same as those described in the “Summary of Significant Accounting Policies” for the Company.

Revenue and costs are generally directly attributed to our segments. However, due to the integrated structure of our business, certain revenue recognized and costs incurred by one segment may benefit other segments.

Table of Contents

NOTE 15 – SEGMENT REPORT (cont.)

The tables below present information about reported segments for the three months ending:

	Three Months Ended March 31, 2026
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services		Vault Holding Corporation			Consolidated
Revenues	$	-		$	9,889		$	1,611,265	$	15,000		$	1,636,154

Gross Profit		-			9,889			183,817		15,000			208,706

Operating Income (Loss)	$	(207,157	)	$	(11,996	)	$	148,330	$	(15,985	)	$	(86,808	)

	Three Months Ended March 31, 2025
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services		Vault Holding Corporation			Consolidated
Revenues	$	-		$	9,889		$	898,334	$	15,000		$	923,223

Gross Profit		-			9,889			228,433		15,000			253,323

Operating Income (Loss)	$	(233,804	)	$	(40,458	)	$	171,994	$	(8,943	)	$	(111,211	)

Table of Contents

NOTE 15 – SEGMENT REPORT (cont.)

A reconciliation of total segment revenues to total consolidated revenues and of total segment gross margin and segment operating income (loss) to total consolidated income (loss), for the three months ended March 31, 2026 and 2025, is as follows:

	For the Three Months Ended March 31, 2026
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services			Vault Holding Corporation			Consolidated
Environmental Services	$	-		$	-		$	1,611,265		$	-		$	1,611,265
Fee Income		-			2,389			-			-			2,389
Rental Income		-			7,500			-			15,000			22,500

Total Revenue	$	-		$	9,889		$	1,611,265		$	15,000		$	1,636,154
Cost of Revenue		-			-			(1,427,448	)		-			(1,427,448	)

Gross Profit		-			9,889			183,817			15,000			208,706

Intangibles Amortization Expense		-			(14,211	)		-			-			(14,211	)
Depreciation Expense		-			-			-			(1,445	)		(1,445	)
General and Administrative Expenses		(76,769	)		(7,675	)		(35,487	)		(21,264	)		(141,195	)
Professional fees		(130,387	)		-			-			(8,276	)		(138,663	)
Total Operating Expenses		(207,156	)		(21,886	)		(35,487	)		(30,985	)		(295,514	)
Segment Net Income (Loss) from Operations	$	(207,156	)	$	(11,997	)	$	148,330		$	(15,985	)	$	(86,808	)

Reconciliation to Net Income (Loss):
Other Income (Expense)
Interest income		-			46,714			-			998			47,712
Income from Investment		-			3,179			-			-			3,179
Loss on Warrant Fair Value Adjustment		(614,600	)		-			-			-			(614,600	)
Interest Expense		-			-			-			(1,841	)		(1,841	)
Total Other Income (Expense)		(614,600	)		49,893			-			(843	)		(565,550	)

Net Income (Loss)	$	(821,756	)	$	37,896		$	148,330		$	(16,828	)	$	(652,358	)

Table of Contents

NOTE 15 – SEGMENT REPORT (cont.)

	For the Three Months Ended March 31, 2025
	Corporate - RMHC			Royalty Management Corporation - Investments			RMC Environmental Services			Vault Holding Corporation			Consolidated
Environmental Services	$	-			-			898,334			-		$	898,334
Fee Income		-			2,389			-			-			2,389
Rental Income		-			7,500			-			15,000			22,500
Total Revenue	$	-		$	9,889		$	898,334		$	15,000		$	923,223
Cost of Revenue		-			-			(669,900	)		-			(669,900	)
Gross Profit		-			9,889			228,434			15,000			253,323
Intangibles Amortization Expense		-			(14,211	)		-			-			(14,211	)
Depreciation Expense		-			-			-			(396	)		(396	)
General and Administrative Expenses		(100,863	)		(36,135	)		(56,439	)		(15,297	)		(208,734	)
Professional fees		(132,943	)		-			-			(8,250	)		(141,193	)
Total Operating Expenses		(233,806	)		(50,346	)		(56,439	)		(23,943	)		(364,534	)
Segment Net Income (Loss) from Operations	$	(233,806	)	$	(40,457	)	$	171,995		$	(8,943	)	$	(111,211	)
Reconciliation to Net Income (Loss):
Other Income (Expense)
Interest income		-			37,759			-			-			37,759
Income from Investment		-			2,222			-			-			2,222
Gain (Loss) on Warrant Fair Value Adjustment		19,436			-			-			-			19,436
Interest Expense		-			(6,961	)		-			-			(6,961	)
Total Other Income (Expense)		19,436			33,020			-			-			52,456
Net Income (Loss)	$	(214,370	)	$	(7,437	)	$	171,995		$	(8,943	)	$	(58,755	)

Assets are not allocated to segments for internal reporting presentations. Total assets, by segment were as follows:

	March 31, 2026		December 31, 2025
Corporate - RMHC	$	5,246	$	(1,304	)
Royalty Management Corporation - Investments		13,448,815		13,228,316
RMC Environmental Services		1,802,528		1,716,360
Vault Holding Corporation		1,863,688		1,709,151
Consolidated	$	17,120,277	$	16,652,522

Table of Contents

NOTE 16 – SUBSEQUENT EVENTS

The Board of Directors approved and declared a dividend of $0.0025 per share on January 30, 2025 for each quarterly period ending June 30, 2025 through June 30, 2026. A total dividend of $37,874 was paid on April 10, 2026 to common stockholders on record at March 31, 2026. A dividend has been declared for the period ending June 30, 2026.

On April 28, 2026, a total of 9,852 shares of Common Stock were issued to seven Series A Preferred shareholders for the quarterly dividend to those Series A Preferred shareholders for the quarter ended March 31, 2026.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Royalty Management Holding Corporation References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “shall,” “should,” “would and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Registration Statement on Form S-1, as amended, filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

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 31, 2023 and at that point changed its name to Royalty Management Holding Corporation (“RMHC” or the “Company”). On March 20, 2025, the Company changed its state of incorporation from the State of Delaware to State of Florida. 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.

Table of Contents

Results of Operations

Our total operating revenues for the three months ended March 31, 2026 and 2025, were $1,636,154 and $923,223, respectively. The increase is due to increased volume for our environmental services subsidiary. There was a new contract services agreement signed by RMC Environmental Services effective February 1, 2025. This new contract significantly increased the revenue for this subsidiary.

Our total cost of revenues for the three months ended March 31, 2026 and 2025, were $1,427,448 and $669,900, respectively. The increase is due to increased volume for our environmental services subsidiary. The significant increase in expense is also due to the new contract services agreement signed effective February 1, 2025.

Total operating expenses for the three months ended March 31, 2026 and 2025, were $295,514 and $364,534, respectively. The decrease was due to a decrease in general and administrative expenses.

Total other income and expenses for the three months ended March 31, 2026 and 2025, $565,550 of other expenses and $52,456 of other income, respectively. The primary reasons for the decrease were due to a large loss on warrant fair value adjustment.

Total net loss for the three months ended March 31, 2026 and 2025, were $652,358 and $58,755, respectively.

Liquidity and Capital Resources

The Company’s primary use of positive cash flow has been to fund corporate holding and public company costs. As of March 31, 2026, the Company has positive working capital of $459,982, a cash balance of $343,949 and positive total cash flow of $210,885. Despite recurring losses, management believes that the Company has sufficient liquidity to meet its obligations through the twelve months. 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. While we anticipate generating sufficient cash flow from operations to meet our obligations and plans, if necessary, we can reduce investment expenditures or seek alternative financing to enhance our liquidity position.

Dividends

We paid dividends totaling $37,852 on January 10, 2026 ($0.0025 per share) for the Company’s fourth quarter 2025 dividend payment (for the three months ended December 31, 2025). On January 30, 2025, our Board of Directors authorized the Company to pay a $0.01 per share dividend for the next four calendar quarters starting on June 30, 2025 and ending on June 30, 2026. On March 27, 2026 the Board authorized the Company to continue the quarterly dividend for the periods June 30, 2026 and ending on June 30, 2027, and may continue to authorize additional dividend payments thereafter.

Table of Contents

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease commitments, purchase commitments, and other contractual obligations. These transactions are recognized in our financial statements in accordance with generally accepted accounting principles in the United States.

Critical Accounting Policies

The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. Please refer to the Critical Accounting Policies and Estimates of the 2025 10-K as filed on March 30, 2026.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Because we are a smaller reporting company, we are not required to include any disclosure under this item.

Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. GAAP.

With respect to the period ending March 31, 2026, under the supervision and with the participation of our management, we conducted an evaluation of the effectiveness of the design and operations of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934.

Based upon our evaluation regarding the period ending March 31, 2026, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, has concluded that its disclosure controls and procedures were not effective due to the Company’s insufficient number of staff performing accounting and reporting functions. Through the review process, management believes that the financial statements and other information presented herewith are materially correct.

The Company’s disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives. However, the Company’s management, including its Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Investments in our securities involve substantial risk. The occurrence of one or more of the events or circumstances described in the section of this report entitled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others, the following:

	·	RMHC has a relatively short operating history, which makes it difficult to evaluate the business and future prospects difficult and may increase the risk of your investment.
	·	Since its inception, all of RMHC’s revenues come from three sources. The loss of any one of these could results in a material adverse effect on RMHC.
	·	As a company with portfolio holdings in the mining industry, we face many particular and evolving risks associated with that industry.
	·	Our long-term results of operations are difficult to predict and depend on the continued growth of current and future royalty streams.
	·	The growth and success of our business depends on the continued contributions of our key executives, as well as our ability to attract and retain qualified personnel.
	·	Royalty’s management has limited experience in operating a public company.
	·	Royalty may issue additional shares of Common Stock or other equity securities without your approval which could dilute your ownership interests and depress the trading price of Company’s Common Stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Default upon Senior Securities

None.

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits

The following exhibits are filed herewith:

No.		Description of Exhibit
3.1⁽¹⁾		Certificate of Incorporation
3.2⁽²⁾		Amended & Restated Certificate of Incorporation
3.3⁽¹⁾		By-Laws
4.1⁽¹⁾		Specimen Unit Certificate
4.2⁽¹⁾		Specimen Common Stock Certificate
4.3⁽¹⁾		Specimen Warrant Certificate
4.4⁽²⁾		Warrant Agreement, dated March 17, 2021, by and between Registrant and Continental Stock Transfer & Trust Company, LLC
21.1		List of Subsidiaries of Registrant
31.1*		Rule 13a-14(a)/15d-14(a) Certification (CEO)
31.2*		Rule 13a-14(a)/15d-14(a) Certification (CFO)
32.1**		Section 1350 Certification (CEO)
32.2**		Section 1350 Certification (CFO)
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s quarterly report on Form 10-Q for the period ended March 31, 2026, formatted in Inline XBRL (included in Exhibit 101 attachments).

________

* Filed herewith

** Furnished herewith

(1)	Previously filed as an exhibit to our Form S-1, dated February 2, 2021, as amended, and incorporated by reference herein.
(2)	Previously filed as an exhibit to our Current Report on Form 8-K filed on March 23, 2021, and incorporated by reference herein.

Table of Contents

PART III – SIGNATURES

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Royalty Management Holding Corporation

	By:	/s/ Thomas M. Sauve
	Name:	Thomas M. Sauve
	Title:	Chief Executive Officer
	Date:	May 14, 2026

	By:	/s/ Amanda Kruse
	Name:	Amanda Kruse
	Title:	Chief Financial Officer
	Date:	May 14, 2026

Royalty Management Holding Corp — Quarterly Report (Form 10-Q)

The analytics layer on top of every filing.

Other filings from Royalty Management Holding Corp (RMCO)

Frequently asked questions