Royalty Management Holding Corp-A 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-40233 ROYALTY MANAGEMENT HOLDING CORPORATION (Exact name of registrant as specified in its charter) Common stock par value $0.0001 pershareRedeemable warrants, exercisable forshares of common stock at an exerciseprice of $11.50 per share Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by checkmark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange 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 the filing requirements for at least the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Large accelerated filer☐Accelerated filer☒Non-accelerated filer☒Smallerreportingcompany☒Emerginggrowthcompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to theprice at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business dayof the registrant’s most recently completed fiscal year; $15,149,705. There were 15,149,705 shares of the registrant's Common Stock outstanding onMarch 30, 2026. TABLE OF CONTENTS PageSpecial Note Regarding Forward Looking Statements3 PART I Item 1.Business4Item 1A.Risk Factors4Item 1B.Unresolved Staff Comments4Item 2.Properties4Item 3.Legal Proceedings4Item 4.Mine Safety Disclosures4 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities5Item 6.Selected Financial Data7Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations7Item 7A.Quantitative and Qualitative Disclosure About Market Risk9Item 8.Financial Statements and Supplementary Data10Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure11Item 9A.Controls and Procedures11Item 9B.Other Information12 PART III Item 10.Directors, Executive Officers and Corporate Governance13Item 11.Executive Compensation19Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters21Item 13.Certain Relationships and Related Transactions, and Director Independence23Item 14.Principal Accounting Fees and Services24 PART IV Item 15.Exhibits, Financial Statement Schedules26 Signatures27 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report on Form 10-K of Royalty Management Holding Corporation for the year ended December 31, 2025 contains certainforward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 19