ROYALTY MANAGEMENT HOLDING CORPORATION ANNUAL REPORT ON FORM 10-K FISCAL YEAR ENDED DECEMBER 31, 2024

Overview

The following discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with the audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. The company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

The company is a blank check company incorporated in Delaware on January 20, 2021, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. The company intends to effectuate its business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement units, its shares, debt or a combination of cash, shares and debt. On March 20, 2025, the company changed its state of incorporation from the State of Delaware to the State of Florida.

RESULTS OF OPERATIONS

Year Ended December 31, 2024 compared to Year Ended December 31, 2023

Revenues Revenues for the years ended December 31, 2024 and 2023 were $807,089 and $488,520, respectively. The increase is due to increased volume for the company’s environmental services subsidiary.

Expenses Total cost of revenues for the years ended December 31, 2024 and 2023 were $22,699 and $16,594, respectively. The increase is due to increased volume for the company’s environmental services subsidiary.

Total Operating Expenses for the years ended December 31, 2024 and 2023 were $1,096,748 and $777,600, respectively. The main reason for the increase to operating expenses were due to additional public company listing fees in addition to professional fees to keep the company compliant.

Total Other Income and Expense for the year ended December 31, 2024 were other income of $198,097, mostly from interest income, income from investment in FUB Mineral which is accounted for on the equity method of accounting, the fair value adjustments of warrant liabilities, and interest expense.

Total Other Income and Expense for the year ended December 31, 2023 were other expense of $807,971. The increase was primarily due to a gain on fair value of warrants liabilities, an increase in interest income, and a decrease in interest expense due to all convertible notes being converted at time of business combination.

Financial Condition Total Assets as of December 31, 2024 and 2023 amounted to $15,040,664 and $15,040,123, respectively. The increase in assets was due to an increase in accounts and interest receivables.

Total Liabilities as of December 31, 2024 and 2023 amounted to $1,414,940 and $3,926,243, respectively. The primary driver for the decrease in liability balance was the conversions of accrued wages and notes payable to preferred stock shares. See Note 12 for additional information.

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 December 31, 2024, the company had retained earnings of $1,231,588. The company has limited financial resources. As of December 31, 2024, the company had a working capital deficit of $236,740, a cash balance of $114,138 and cash flow from operations totaling $690,443. Management believes that the company has sufficient liquidity to meet its obligations through at least the first quarter of 2026. 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 11 to the company’s consolidated financial statements for more information on its Debt Facilities.

OFF-BALANCE SHEET ARRANGEMENTS The company has no off-balance sheet arrangements as of December 31, 2024 and 2023. The company does not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. The company has not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

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 business combination, the services agreement terminated. As of the year ended December 31, 2024, $120,000 is accrued and owed under this agreement.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES The company’s Consolidated Financial Statements are prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP requires the company to establish accounting policies and make estimates that affect amounts reported in the Consolidated Financial Statements.

Warrant Liability The company accounts for the Warrants in accordance with the guidance contained in ASC 815 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 the 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.

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This report, including Management’s Discussion and Analysis of Financial Conditions and Results of Operations, contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbors created thereby. Those statements include, but may not be limited to, all statements regarding the company’s and management’s intent, belief, expectations, such as statements concerning the company’s future profitability and its operating and growth strategy. Investors are cautioned that all forward-looking statements involve risk and uncertainties including, without limitations, dependence on sales forecasts, changes in consumer demand, seasonality, impact of weather, competition, reliance on suppliers, risks inherent to international trade, changing retail trends, the loss or disruption of manufacturing and distribution operations, cyber security breaches or disruption of digital systems, fluctuations in foreign currency exchange rates, economic changes, and other factors detailed from time to time in the company’s filings with the Securities and Exchange Commission. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate. Therefore, there can be no assurance that the forward-looking statements included herein will prove to be accurate. The company assumes no obligation to update any forward-looking statements.