UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest event Reported): March 20, 2025
ROYALTY MANAGEMENT HOLDING CORPORATION |
(Exact name of registrant as specified in its charter) |
Florida |
| 001-40233 |
| 86-1599759 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
12115 Visionary Way, Suite 174, Fishers Indiana, 46038
(Address of principal executive offices)
(317) 855-9926
(Registrant’s telephone number, including area code)
________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See: General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
Emerging growth company ☒
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. ☒
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 9.01 of the Current Report on Form 8-K filed on March 27, 2016 (the “Original Form 8-K”) to include the Amended and Restated Articles of Incorporation and Amended and Restated By-Laws of the Company as Exhibits 3.1, and 3.2, respectively. No other changes have been made to the Original Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 25, 2025, with an effective date of March 20, 2025, Royalty Management Holding Corporation (or the “Company”) completed the change of the Company’s state of incorporation from the State of Delaware to the State of Florida, as authorized by the Company’s Board of Directors in its August 27, 2024 quarterly board meeting.
Item 7.01 Regulation FD Disclosure.
On March 27, 2025, the Company issued a press release announcing the change of the Company’s domicile from Delaware the Florida, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.
This information is furnished pursuant to Item 7.01 “Regulation FD Disclosure,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached hereto and filed herewith.
Exhibit No. | Description | |
3.1 |
| Amended and Restated Articles of Incorporation of Royalty Management Holding Corporation |
| Amended and Restated By-Laws of Royalty Management Holding Corporation | |
104 |
| Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Royalty Management Holding Corporation | ||
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Date: March 31, 2025 | By: | /s/ Thomas M. Sauve | |
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| Thomas M. Sauve |
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| Chief Executive Officer |
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3 |