Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

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 23, 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.

Results of Operations

Our total operating revenues for the three and nine months ended September 30, 2025, were $1,302,815 and $3,553,219, respectively, and $145,632 and $561,956, respectively for the three and nine months ended September 30, 2024. Our revenues are derived from income received from our various investments and the majority of the increase in revenue over the period was primarily due to additional business obtained through the Company's wholly owned subsidiary, RMC Environmental Services LLC, which signed a new contractor services agreement with a new customer.

Our total cost of revenues for the three and nine months ended September 30, 2025, were $1,156,678 and $2,923,888, respectively and $5,460 and $21,532, respectively for the three and nine months ended September 30, 2024. The primary driver in this increase is the result of the new business contract with RMC Environmental services mentioned above.

Our total operating expenses for the three and nine months ended September 30, 2025, were $244,507 and $887,060, respectively and $309,644 and $830,996, respectively for the three and nine months ended September 30, 2024. There was a decrease to total operating expenses during the three months ended September 30, 2025 due to a decrease in general and administrative and professional fees. There was an increase in total operating expenses for the nine months ended September 30, 2025 due to an increase in general and administrative expenses and professional fees.

Total other expenses and income for the three months ended September 30, 2025 and 2024, were other expenses of $110,725 and other income of $50,315, respectively. Total other expenses and income for the nine months ended September 30, 2025 and 2024, were other expenses of $59,650 and other income of $207,412, respectively. The primary reasons for the decrease were due to losses on warrant fair value adjustment and a decrease in interest expense due to lower note balances during 2025.

Total net loss for the three and nine months ended September 30, 2025, were $209,095 and $317,378, respectively. Total net loss for the three and nine months ended September 30, 2024, were $119,156 and $83,160, respectively.

Liquidity and Capital Resources

The Company's primary use of positive cash flow has been to provide capital for new investments, increase investment into existing holdings of the Company, discretionary repurchase of Company stock under the existing share repurchase program, pay our quarterly dividend of $0.025 per share, and fund corporate holding and public company costs. As of September 30, 2025, the Company had retained earnings of $914,210. While the Company may have limited financial resources, management believes it has sufficient liquidity to accomplish its primary uses of capital from cash flow. As of September 30, 2025, the Company has positive working capital of $239,111, a cash balance of $173,174 and positive total cash flow of $59,036 for the nine months ended September 30, 2025. 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. See Note 9 to the Company's consolidated financial statements for more information on its Debt Facilities.

Dividends

We paid dividends totaling $36,928 ($0.0025 per share) for the Company's third quarter 2025 dividend payment (for the three months ended September 30, 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, and may continue to authorize additional dividend payments thereafter.

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 2024 10-K as filed on March 28, 2025.