Royalty Management Holding Corp (Form: 8-K, Received: 01/29/2025 17:00:37)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest event Reported): January 24, 2025

ROYALTY MANAGEMENT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

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)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☒

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On January 24, 2025, Royalty Management Holding Corporation (or the “Company”) received a letter from Nasdaq Regulation (“Nasdaq”) indicating that the Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end of December 31, 2024, as required by Nasdaq Listing Rule 5620(a).

The notification of noncompliance has no immediate effect on the listing or trading of the Company’s stock on the Nasdaq Capital Market. Under the Listing Rules, the Company has 45 calendar days, or until March 10, 2025, to submit a plan to regain compliance including the scheduling and timetable of its annual meeting of shareholders. If the submitted plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the Company’s fiscal year end of December 31, 2024, or until June 30, 2025, to regain compliance.

The Company has submitted its plan to Nasdaq for their review and comment. The plan commits to hold its annual meeting of shareholders in a timeframe that meets the proposed exemption period afforded by Nasdaq and its Listing Rules. The Company expects that following its annual meeting of shareholders it will have regained full compliance with the Nasdaq Listing Rules.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

Exhibit No.		Description of Exhibit

99.1		Letter from NASDAQ dated January 24, 2025.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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

Date: January 29, 2025	By	/s/ Thomas M. Sauve
		Thomas M. Sauve
		Chief Executive Officer

EXHIBIT 99.1

By Electronic Delivery to: tms@royaltymgmtcorp.com;ack@royaltymgmtcorp.com

January 24, 2025

Mr. Thomas Sauve

Chief Executive Officer

Royalty Management Holding Corporation

12115 Visionary Way, Suite 174

Fishers Indiana, 46038

Re:
Royalty Management Holding Corporation (the “Company”)

Nasdaq Symbol: RMCO

Dear Mr. Sauve:

Based on our records, your Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end and therefore no longer complies with our Listing Rules (the “Rules”) for continued listing.¹ Under our Rules the Company now has 45 calendar days to submit a plan to regain compliance and if we accept your plan, we can grant an exception of up to 180 calendar days from the fiscal year end, or until June 30, 2025, to regain compliance. Your plan should be as definitive as possible, addressing any issues that you believe would support your request for an exception.

In determining whether to accept your plan, we will consider such things as the likelihood that the annual meeting can be held within the 180 day period, the Company’s past compliance history, the reasons for the delayed meeting, other corporate events that may occur within our review period, the Company’s overall financial condition and its public disclosures.²

Please email your plan to me at Herve.Kivuvu@nasdaq.com no later than March 10, 2025. After we review the plan, I will contact you if we have any questions or comments and will provide you written notice of our decision. If we do not accept your plan, you will have the opportunity to appeal that decision to a Hearings Panel.³

______________________

¹See Listi Rules 5620(a) and 5810(c)(2)(G). In addition, please see IM-5620 which specifies the securities subject to the annual meeting requirement.

² For additional information with respect to compliance plans please see attached “Nasdaq Online Resources” when preparing your plan of compliance. This attachment includes links to the Frequently Asked Questions section relating to continued listing.

³ See Listing Rule 5815(a). See FAQ #428 available on the Nasdaq Listing Center.

Mr. Thomas Sauve

January 24, 2025

Page 2

Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.⁴ The Company must also submit the announcement to Nasdaq’s MarketWatch Department.⁵ If the public announcement is made between the hours of 7:00 AM and 8:00 PM Eastern Time, the Company must submit the announcement to Nasdaq’s MarketWatch Department at least ten minutes prior its public release. If the public announcement is made outside of these hours, the Company must submit the announcement prior to 6:50 A.M. Eastern Time. Please note that if you do not make the required announcement trading in your securities will be halted.⁶

In addition, Nasdaq makes available to investors a list of all non-compliant companies, which is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list beginning five business days from the date of this letter. As part of this process, an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and will also be made available to third party market data providers.

If you have any questions, please do not hesitate to contact me, at +1 301 803 8526.

Sincerely,

/s/ Herve Kivuvu

Herve Kivuvu

Listing Analyst

Nasdaq Listing Qualifications

______________________

⁴ Listing Rule 5810(b).

⁵ The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure submission system available at nasdaq.net/ED/IssuerEntry.

⁶ Listing IM-5810-1.

NASDAQ ONLINE RESOURCES

All of our listing information and forms are available electronically on the Listing Center. In addition to facilitating electronic submission of forms, you can also use the Listing Center to access Nasdaq’s Reference Library containing hundreds of frequently asked questions and Governance Clearinghouse containing the latest updates on corporate governance and listing standards.

To help you navigate the deficiency process, we have provided links to some our most viewed resource materials.

·
Board Composition and Committee Requirements

·
Governance Clearinghouse

·
Hearings Process

·
How to Transfer to Nasdaq Capital Market

·
Information about Application of Shareholder Approval Rules

·
Initial Listing Process

·
Listing Fees

·
Listing of Additional Shares Process

·
MarketWatch Electronic Disclosure Submissions

·
Nasdaq Listing Rules

·
Reference Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions

Re:	Royalty Management Holding Corporation (the “Company”)
	Nasdaq Symbol: RMCO

	·	Board Composition and Committee Requirements
	·	Governance Clearinghouse
	·	Hearings Process
	·	How to Transfer to Nasdaq Capital Market
	·	Information about Application of Shareholder Approval Rules
	·	Initial Listing Process
	·	Listing Fees
	·	Listing of Additional Shares Process
	·	MarketWatch Electronic Disclosure Submissions
	·	Nasdaq Listing Rules
	·	Reference Library: Frequently Asked Questions, Staff Interpretations and Listing Council Decisions