Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 ended December 31, 2023

☐	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)

Delaware

No. 86-1599759

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

12115 Visionary Way, Unit 174

Fishers, Indiana 46038

(Address of principal executive offices, including zip code)

(317) 855-9926

Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock par value $0.0001 per share	RMCO	The Nasdaq Stock Market LLC

Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share	RMCOW	The Nasdaq Stock Market LLC

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 check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 Securities Exchange 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 and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer

☐ Accelerated filer

☒ Non-accelerated filer

☒ Smaller reporting company

☒ 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. ☒

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of 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. ☐

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 the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter; $15,704,984.

There were 14,504,095 shares of the registrant's Common Stock outstanding on April 16, 2024.

TABLE OF CONTENTS

		Page
Special Note Regarding Forward Looking Statements		3

PART I

Item 1.	Business	4
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	5
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	Selected Financial Data	8
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9
Item 7A.	Quantitative and Qualitative Disclosure About Market Risk	12
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A.	Controls and Procedures	14
Item 9B.	Other Information	15

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	23
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence	25
Item 14.	Principal Accounting Fees and Services	26

PART IV

Item 15.	Exhibits, Financial Statement Schedules	27

Signatures		29

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EXPLANATORY NOTE

On October 31, 2023, we consummated the business combination, or the Business Combination, contemplated by the Agreement and Plan of Merger, with RMC Sub Inc. (“Merger Sub”), a wholly-owned subsidiary of American Acquisition Opportunity Inc. (“AMAO”), a special purpose acquisition company, which is our predecessor, and Royalty Management Co. (“Legacy Royalty”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Royalty, with Legacy Royalty surviving the merger as a wholly owned subsidiary of AMAO (the “Business Combination”). Upon the closing of the Business Combination, AMAO changed its name to Royalty Management Holdings Co. with its Class A common stock continuing to be listed on Nasdaq under the ticker symbol “RMCO,” its warrants continuing to be listed on Nasdaq under the symbol “RMCOW. Royalty Management Holding co. became the successor entity to AMAO pursuant to Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As used in this Report, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “company” and “Royalty” refer to the consolidated operations of Royalty Holdings Co. and its subsidiaries. References to “AMAO” refer to the company prior to the consummation of the Business Combination and references to “Legacy Royalty” refer to Royalty Management Co. prior to the consummation of the Business Combination.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This annual report on Form 10-K of Royalty Management Holding Corporation for the year ended December 31, 2023 contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created thereby. To the extent that such statements are not recitations of historical fact, such statements constitute forward looking statements which, by definition involve risks and uncertainties. In particular, statements under the Sections; Description of Business, Management’s Discussion and Analysis of Financial Condition and Results of Operations contain forward looking statements. Where in any forward-looking statements, the Company expresses an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result or be achieved or accomplished. The following are factors that could cause actual results or events to differ materially from those anticipated and include but are not limited to: general economic, financial and business conditions; changes in tax laws; and the cost and effects of legal proceedings. You should not rely on forward looking statements in this annual report. This annual report contains forward looking statements that involve risks and uncertainties. We use words such as “anticipates,” “believes,” “continue,” “could,” “estimate,” “expects,” “future,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions to identify these forward- looking statements. Prospective investors should not place undue reliance on these forward-looking statements, which apply only as of the date of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I

ITEM 1. BUSINESS.

All references to “we,” “us,” “our,” “RMCO” “Royalty”, or the “Company” in this Annual Report on Form 10-K mean Royalty Management Holding Corporation.

We are a blank check company formed under the laws of the State of Delaware on January 20, 2021 for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses (a “Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on companies in the land holdings and resources industry in the United States. We intend to effectuate our Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Warrants, our capital stock, debt or a combination of cash, stock and debt.

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ITEM 1A. RISK FACTORS.

Because we are an Emerging Growth Company, we are not required to provide the information required by this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None.

ITEM 2. PROPERTIES.

We lease an office from an affiliated entity, Land Resources & Royalties LLC (or “LRR”), located at 1845 South KY Highway 15 South, Hazard, KY 41701. We pay $250.00 a month, plus common charges, in rent with an initial lease term of 10 years.

We sublease an office from an affiliated entity, American Resources Corporation, located at 12115 Visionary Way, Ste 174, Fishers, IN 46038. We pay $2,143.25 a month in rent with an initial lease term of 10 years.

We lease land from an affiliated entity, LRR, located in Pike County, Kentucky. We pay $2,000 a month in rent with an initial lease term of 21 years.

We lease land from an affiliated entity, LRR, located in Hamilton County, Indiana. We pay a minimum of $2,000 a month in rent or 20% of the immediately prior month’s total monthly gross revenues from the lessee’s operations. The initial lease term is 5 years.

ITEM 3. LEGAL PROCEEDINGS.

To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our units, Class A common shares and warrants, are traded on The NASDAQ Capital Markets, LLC under the symbols “RMCO” and “RMCOW,” respectively. Upon our business combination, which became effective on October 31, 2023, our units commenced public trading on November 6, 2023.

As of December 31, 2023, there were 342 shareholders of record of our common stock. This number includes one position at Cede & Co., which includes an unknown number of shareholders holding shares of 94,261. The number of both shareholders of record and beneficial shareholders may change on a daily basis and without the Company’s immediate knowledge.

Dividends

Holders of common stock are entitled to receive dividends as may be declared by our Board of Directors and, in the event of liquidation, to share pro rata in any distribution of assets after payment of liabilities and preferred shareholders. Our Board of Directors has sole discretion to determine: (i) whether to declare a dividend; (ii) the dividend rate, if any, on the shares of any class of series of our capital stock, and if so, from which date or dates; and (iii) the relative rights of priority of payment of dividends, if any, between the various classes and series of our capital stock. We have not paid any dividends and do not have any current plans to pay any dividends.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Stock Performance Graph

	High		Low
Quarters ending in 2022
March 31	$	11.41	$	9.535
June 30		11.24		10.01
September 30		10.32		10.05
December 31		10.43		9.97

Quarters ending in 2023
March 31	$	10.37	$	10.15
June 30		10.30		10.18
September 30		10.92		10.31
December 31		11.19		1.59

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Recent Sales of Unregistered Sales of Equity Securities

None.

Use of Proceeds

None.

Repurchases

None.

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA

The registrant qualifies as a smaller reporting company, as defined by Rule 229.10(f)(1) and is not required to provide the information required by this Item.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) describes the matters that we consider to be important to understanding the results of our operations for the one-year period ended December 31, 2023 and our capital resources and liquidity as of December 31, 2023. Use of the terms “RMCO,” the “Company,” “we,” “us” and “our” in this discussion refer to Royalty Management Holding Corporation and its subsidiaries. Our fiscal year begins on January 1 and ends on December 31. We analyze the results of our operations for the last year, including the trends in the overall business followed by a discussion of our cash flows and liquidity, our credit facility, and contractual commitments. We then provide a review of the critical accounting judgments and estimates that we have made that we believe are most important to an understanding of our MD&A and our consolidated financial statements. We conclude our MD&A with information on recent accounting pronouncements which we adopted during the year, as well as those not yet adopted that are expected to have an impact on our financial accounting practices.

The following discussion should be read in conjunction with the “Selected Consolidated Financial Data” and our consolidated financial statements and the notes thereto, all included elsewhere herein. The forward-looking statements in this section and other parts of this document involve risks and uncertainties including statements regarding our plans, objectives, goals, strategies, and financial performance. Our actual results could differ materially from the results anticipated in these forward-looking statements as a result of factors set forth under the caption “Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995” below. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements made by or on behalf of the Company.

Overview

The following discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with our 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. Our 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.

We are 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. We intend to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement units, our shares, debt or a combination of cash, shares and debt.

RESULTS OF OPERATIONS

Year Ended December 31, 2023 compared to Year Ended December 31, 2022.

Revenues.

Revenues for the years ended December 31, 2023 and 2022 were $361,624 and $172,686, respectively. The increase is due to a full year of revenues for our environmental services subsidiary as well as an increase in fee income due to full year of income in the respective investments.

We generated non-operating income in the form of interest income on marketable securities held in the trust account.

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Expenses.

Total Operating Expenses for the year ended December 31, 2023 and 2022 were $2,048,531 and $3,647,578, respectively. The main driver of operating expenses were administrative, professional fees, and salaries.

Total Other Income and Expense for the year ended December 31, 2023 and 2022 were ($380,315) and $4,674,395, respectively, mostly from the fair value adjustments of warrant liabilities, convertible debt interest and amortization expense intangibles.

Financial Condition.

Total Assets as of December 31, 2023 and 2022 amounted to $13,610,731 and $20,257,417, respectively. The large decrease in assets was due to trust redemptions of $7,613,762.

Total Liabilities as of December 31, 2023 and 2022 amounted to $3,990,542 and $8,542,465, respectively. The primary drivers for the decrease in liability balance was the conversions of convertible notes payable and redemption of deferred underwriter commissions.

LIQUIDITY AND CAPITAL RESOURCES

In March 2021, the initial stockholders purchased 2,875,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000.

On March 17, 2021, we consummated an initial public offering of 10,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $100,000,000 (the “Initial Public Offering”). Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 3,800,000 Private Warrants to our initial stockholders generating gross proceeds of $3,800,000. Following the Initial Public Offering and the sale of the Private Warrants, a total of $101,000,000 was placed in the trust account. We incurred $3,910,297 in Initial Public Offering related costs, including $3,500,000 of underwriting fees and $410,297 of other costs. For the period from its inception though June 30, 2021, cash used in operating activities was $618,833 mostly from administrative and due diligence costs. Cash generated from financing activities were $102,414,704 related to the proceeds of our Initial Public Offering and sale of Private Warrants.

On March 29, 2022 - trust redemption of $90,334,512,92, reducing the trust account balance to $15,788,742.13. The redemption was allowed under initial offering documents at the time of trust extension which was necessary because a business combination had not been completed.

On September 28, 2022, a second trust redemption of $8,331,836.23. The redemption was allowed under initial offering documents at the time of trust extension.

As of December 31, 2022 and October 31, 2023, the effective date of our business combination, the balance in the trust account was $7,613,761.76 and $0.00, respectively.

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We intended to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of December 31, 2023, we have unrestricted cash of $77,023. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel (to the extent necessary and practicable) to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan to obtain such resources for the Company include, obtaining capital from management and significant stockholders sufficient to meet its minimal operating expenses. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

There is no assurance that the Company will be able to obtain sufficient additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. In addition, profitability will ultimately depend upon the level of revenues received from business operations. However, there is no assurance that the Company will attain profitability.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business.

We are not aware of any trends or known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in material increases or decreases in liquidity.

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OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements as of December 31, 2023 and December 31, 2022. We do 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. We have 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. As of December 31, 2022 and October 31, 2023, the effective date of the business combination and termination of the services agreement, $120,000 and $0, respectively, has been paid under this agreement.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our Consolidated Financial Statements are prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to establish accounting policies and make estimates that affect amounts reported in our Consolidated Financial Statements. Note 2 of the Notes to Consolidated Financial Statements, which is incorporated by reference into this MD&A, describes the significant accounting policies we use in our Consolidated Financial Statements.

An accounting estimate requires assumptions and judgments about uncertain matters that could have a material effect on the Consolidated Financial Statements. Estimates are made under facts and circumstances at a point in time, and changes in those facts and circumstances could produce results substantially different from those estimates. The most significant accounting policies and estimates and their related application are discussed below.

Warrant Liability

The Company accounts for the Warrants in accordance with the guidance contained in ASC 815-40-15-7D and 7F 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 our 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 our and management’s intent, belief, expectations, such as statements concerning our future profitability and our operating and growth strategy. Words such as “believe,” “anticipate,” “expect,” “will,” “may,” “should,” “intend,” “plan,” “estimate,” “predict,” “potential,” “continue,” “likely,” “would,” “could” and similar expressions are intended to identify forward-looking statements. 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 our manufacturing and distribution operations, cyber security breaches or disruption of our digital systems, fluctuations in foreign currency exchange rates, economic changes, as well as other factors set forth under the caption “Item 1A, Risk Factors” in this Annual Report on Form 10-K and other factors detailed from time to time in our filings with the Securities and Exchange Commission. Although we believe 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. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. We assume no obligation to update any forward-looking statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company qualifies as a smaller reporting company, as defined by SEC Rule 229.10(f)(1) and is not required to provide the information required by this Item.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ROYALTY MANAGEMENT HOLDING COPRORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		Page
FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm - 2023		F-1

Consolidated Balance Sheet		F-2

Consolidated Statements of Operations		F-3

Consolidated Statements of Changes Stockholders' Equity (Deficit)		F-4

Consolidated Statements of Cash Flows		F-5

Consolidated Notes to Financial Statements		F-6

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Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Royalty Management Holding Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Royalty Management Holding Corporation as of December 31, 2023 and 2022, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF Borgers CPA PC (PCAOB ID 5041)

We have served as the Company's auditor since 2022

Lakewood, CO

April 16, 2024

F-1

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Royalty Management Holding Corporation

Consolidated Balance Sheet

Part I – Financial Information

ASSETS

CURRENT ASSETS	December 31, 2023		December 31, 2022
Cash	$	195,486	$	510,366
Accounts Receivable		70,323		71,540
Prepaid Insurance		0		100,049
Total Current Assets		265,809		681,955

LONG-TERM ASSETS
Interest Receivable		404,548		147,084
Fee Income Receivable		176,777		376
Investments in Corporations and LLCs		10,112,852		10,115,948
Convertible Notes Receivable		1,150,000		350,000
Notes Receivable		350,000		250,000
Intangible Assets, less accumulated amortization of $103,885 and $28,658		520,259		740,487
Restricted Cash		176,800		176,800
Cash Held in Trust account		0		7,613,762
Operating lease right-of-use assets		453,686		181,006
Total Long-Term Assets		13,344,923		19,575,462
TOTAL ASSETS	$	13,610,731	$	20,257,417

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable – related party	$	381,243	$	359,825
Accounts payable		96,071		156,931
Current portion of operating lease liabilities, net		33,923		11,876
Accrued expenses		834,267		481,318
Total Current Liabilities		1,345,504		1,009,949

LONG-TERM LIABILITIES
Convertible Notes Payable, Net		0		2,187,512
Notes Payable – Related Party, Net		1,681,755		1,422,138
Operating lease liabilities, net		418,662		169,252
Notes Payable		270,000		42,000
Deferred Underwriter commissions		0		3,500,000
Fair value liability of Public Warrants		157,584		110,182
Fair value liability of Private Warrants		117,036		101,432
TOTAL LONG-TERM LIABILITIES		2,645,037		7,532,516
TOTAL LIABILITIES	$	3,990,542	$	8,542,465

COMMITMENTS AND CONTINGENCIES
Class A Common Stock at $10.10 per share, 0 in 2023 and 742,308 as of 2022 shares at redemption value:	$	0	$	7,497,311

SHAREHOLDERS’ EQUITY

Common Stock: $0.0001 par value; 100,000,000 shares authorized, 14,270,761 and 729,817 shares issued and outstanding for 2023 and 2022		1,427		68,903
Class B Common Stock: $0.0001 par value; 10,000,000 shares authorized, 0 and 2,726,500 shares issued and outstanding for 2023 and 2022 (including 100,000 representative shares).⁽¹⁾		0		273

Additional paid-in capital		8,226,273		688,753

Shareholders’ Equity		1,392,490		3,459,712

Total Shareholders’ Equity		9,620,190		4,217,641

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	13,610,731	$	20,257,417

_________

(1)	Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 12).

The accompanying footnotes are integral to the consolidated financial statements.

F-2

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Royalty Management Holding Corporation

Consolidated Statements of Operations

	December 31, 2023			December 31, 2022
INCOME
RMC Environmental Services		202,723			104,810
Fee Income		71,402			376
Rental Income		87,500			67,500
TOTAL INCOME		361,624			172,686

OPERATING EXPENSES
Administrative Expenses		52			227
Bank Fees & Service Charges		19,260			94
Sponsorship Expense		0			15,000
Professional Fees		490,590			758,355
Printing		0			869
Software & apps		720			265
Payroll		101,291			30,419
Payroll Taxes		8,283			2,942
Employee Insurance		9,492			718
Board of Directors Comp		50,000			60,000
Consultant Fee		75,000			75,000
Officers’ Salaries		150,000			75,000
Rent/Lease		102,061			59,052
Hauling Services		2,375			0
Travel		7,254			0
Fuel		6,642			3,425
Equipment Rentals		658			44
Impairment Loss		0			2,000,000
Supplies & Materials		674			0
Repairs & Maintenance		6,245			0
Liability Insurance		4,189			0
Small Equipment		0			1,197
Telephone		2,354			319
Utilities		22,914			5,570
General and Administrative		988,477			559,081
TOTAL OPERATING EXPENSES		2,048,531			3,647,578

NET LOSS FROM OPERATIONS		(1,686,907	)		(2,253,243	)

OTHER INCOME AND EXPENSES
Interest Income		256,749			149,808
Income/Loss from Investment		0			165,604
Gain (Loss) on Warrant Fair Value Adjustment		(63,014	)		5,087,628
Other Income		216,277			22,729
Amortization expense intangibles		(75,227	)		(28,658	)
Convertible Debt Interest		(715,101	)		(722,717	)
Net Income (Loss)		(2,067,223	)		1,199,503

Weighted average shares outstanding, basic and diluted		14,270,761			729,817	(1)
Basic and diluted net income per ordinary share	$	(0.14	)	$	1.64

_________

(1)	This number excludes an aggregate of up to 375,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 12).

The accompanying footnotes are integral to the consolidated financial statements.

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Royalty Management Holding Corporation

Statement of Shareholders’ Equity

December 31, 2023 and 2022

							Additional						Total
	Common Stock						Paid-In			Accumulated			Stockholder’s
	Shares			Amount			Capital			Deficit			Equity
Balance December 31, 2021		8,670,250		$	59,711		$	(10,113,507	)	$	2,260,209		$	(7,793,587	)
Common shares issued for purchase of membership interest		864,780			8,648			9,490,057						9,498,705
Common shares issued for conversion of debt		63,026			630			409,039						409,669
Common shares issued for purchase of the payment rights		8,915			89			89,061						89,150
Shares issued for services		9,810			98			63,652						63,750
Amortization of debt discount and issuance costs								750,451						750,451
Net income											1,199,503			1,199,503
Balance December 31, 2022		9,616,781		$	69,176		$	688,753		$	3,459,712		$	4,217,641
Shares issued for services		770			8			4,992						5,000
Shares forfeited for services		(3,080	)		(31	)		31						0
Shares issued in connection with warrant and note conversions		539,736			54			2,949,720						2,949,774
Shares issued in connection with the combination merger exchange ratio		3,672,293			367			(367	)					0
Shares issued for deferred underwriter fee		350,000			35			3,499,965						3,500,000
Shares issued in connection with combination merger to public spac shareholders		94,261			9			984,217						984,227
Change in par value of underlying shares					(68,191	)		68,191						0
Amortization of debt discount and issuance costs								30,770						30,770
Net Loss											(2,067,223	)		(2,067,223	)
Balance December 31, 2023		14,270,761			1,427			8,226,273			1,392,490			9,620,190

____________

(1)	Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 12).

The accompanying footnotes are integral to the consolidated financial statements.

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Royalty Management Holding Corporation

Consolidated Statements of Cash Flows

	December 31, 2023			December 31, 2022
Cash flows from Operating Activities:
Net Income (Loss)	$	(2,067,222	)	$	1,199,503
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of debt discount		30,770			750,451
Amortization expense of right of use assets		(1,223	)		122
Amortization of intangibles		75,227			28,658
Shares issued for services		5,000			63,750
Impairment loss on intangible asset		0			2,000,000
Fair Value Adjustment of Public Warrants		47,402			(2,926,119	)
Fair Value Adjustment of Private Warrants		15,604			(2,161,509	)

Changes in operating assets and liabilities:
Accounts receivable – related party		0			675,000
Accounts receivable		1,218			(71,540	)
Prepaid Insurance		100,049			2,485
Interest receivable		(257,464	)		(147,084	)
Fee income receivable		(176,402	)		(376	)
Accounts payable – related party		21,418			0
Accounts payable		(60,860	)		417,753
Accrued expenses		352,950			433,920
Net cash provided (used) in operating activities		(1,913,533	)		265,014

Investing Activities
Withdrawal (Investment) of cash in Trust Account		7,613,762			98,502,261
Investments in Corporations and LLCs		3,096			(365,604	)
Convertible Notes Receivable		(800,000	)		(350,000	)
Notes Receivable		0			(250,000	)
Intangible Assets		45,000			(679,995	)
Net cash provided in investing activities		6,861,858			96,856,662

Financing Activities
(Return of Investment Proceeds) Proceeds from sale of Units, net underwriting fees paid		(7,497,311	)		(98,614,709	)
Shares issued in connection with the combination merger		984,227			0
Notes Payable		228,000			42,000
Proceeds from issuance of convertible notes		259,617			1,435,377
Convertible Note Conversion		762,262			409,669
Net cash used in financing activities		(5,263,205	)		(96,727,663	)

Net Change in Cash		(314,881	)		394,013
Cash – Beginning of Year		687,166			293,153
Cash – Ending of Year	$	372,286		$	687,166

Supplemental Information
Discount on Convertible Notes		30,770			750,451
Notes Receivable		(100,000	)		0
Intangible Assets		100,000			0
Acquisition of right of use assets for lease obligations		0			186,636
Issuance of common shares for purchase of membership interest		0			9,498,705
Issuance of common shares for conversion of debt		0			630

The accompanying footnotes are integral to the consolidated financial statements.

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ROYALTY MANAGEMENT HOLDING COPRORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2023 and 2022

NOTE 1: NATURE OF OPERATIONS

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 on October 23, 2023 and at that point changed its name to Royalty Management Holding Corporation.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The Company adopted the calendar year as its basis of reporting.

The consolidated financial statements include the accounts of the Company and the merged Company Royalty Management Corporation and its wholly owned subsidiaries Coking Coal Financing LLC and RMC Environmental Services LLC. All significant intercompany accounts and transactions have been eliminated in consolidation.

Royalty Management Corporation (RMC) was organized under the laws of Indiana on June 21, 2021 for the purpose of investing or purchasing 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.

Coking Coal Financing LLC was acquired in April 2022 for the purpose of holding energy contracts.

RMC Environmental Services LLC was formed in August 2022 to conduct environmental consulting and services.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Net income per share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At December 31, 2023 and 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income per share is the same as basic income per share for the periods presented.

Risk and Uncertainties

The Company’s business and operations are sensitive to general business and economic conditions in the United States along with local, state, and federal governmental policy decisions. A host of factors beyond the Company’s control could cause fluctuations in these conditions, including but not limited to credit risk, and changes to regulations governing the Company’s industry. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.

Related Party Policies

In accordance with FASB ASC 850 related parties are defined as either an executive, director or nominee, greater than 10% beneficial owner, or an immediate family member of any of the proceeding. Transactions with related parties are reviewed and approved by the directors of the Company, as per internal policies.

Cash Equivalents and Concentration of Cash Balance

The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limit of $250,000. As of December 31, 2023 and 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Restricted Cash

RMC has $176,800 in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC.

The following table sets forth a reconciliation of cash and restricted cash reported in the consolidated balance sheet that agrees to the total of those amounts as presented in the consolidated statement of cash flows for the periods ended December 31, 2023 and 2022.

	December 31,		December 31,
	2023		2022
Cash	$	94,654	$	510,366
Restricted Cash		176,800		176,800
Total cash and restricted cash presented in the statement of cash flows	$	271,454	$	687,166

Allowance for Credit Losses

In June 2016, the FASB issue d guidance (FASB ASC 326) which significantly changed how entities will measure credit losses for most financial assets and certain other instruments that aren’t measured at fair value through net income. The most significant change in this standard is a shift from the incurred loss model to the expected loss model. Under the standard, disclosures are required to provide users of the financial statements with useful information in analyzing an entity’s exposure to credit risk and the measurement of credit losses. Financial assets held by the Company that are subject to the guidance in FASB ASC 326 were trade accounts receivable and other accounts receivable, including interest, fee, convertible notes, and notes receivable.

We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only.

Allowance for credit losses as of December 31, 2023 and 2022 amounted to $0 for both periods.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Beneficial Conversion Features of Convertible Securities

Conversion options that are not bifurcated as a derivative pursuant to ASC 815 and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether they are beneficial to the investor at inception (a beneficial conversion feature) or may become beneficial in the future due to potential adjustments. The beneficial conversion feature guidance in ASC 470-20 applies to convertible stock as well as convertible debt which are outside the scope of ASC 815. A beneficial conversion feature is defined as a nondetachable conversion feature that is in the money at the commitment date. In addition, our convertible debt issuances contain conversion terms that may change upon the occurrence of a future event, such as antidilution adjustment provisions. The beneficial conversion feature guidance requires recognition of the conversion option’s in-the-money portion, the intrinsic value of the option, in equity, with an offsetting reduction to the carrying amount of the instrument. The resulting discount is amortized as a dividend over either the life of the instrument, if a stated maturity date exists, or to the earliest conversion date, if there is no stated maturity date. If the earliest conversion date is immediately upon issuance, the dividend must be recognized at inception. When there is a subsequent change to the conversion ratio based on a future occurrence, the new conversion price may trigger the recognition of an additional beneficial conversion feature on occurrence. The conversion feature is linked to the Company’s own equity value, therefore there is no requirement to quantify the beneficial conversion feature.

All convertible notes outstanding were converted at the date of business combination. Principal and accrued interest were converted into common shares at $6.50 per share.

Loan Issuance Costs and Convertible Note Discounts

Loan Issuance Costs and Convertible Note Discounts are amortized using the effective interest method. Amortization expense of $351,460, which was included in convertible debt interest of $709,388 for the year ended December 31, 2023.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 from services provided when (a) persuasive evidence that an agreement exists; (b) the products or services has been delivered or completed; (c) the prices are fixed and determinable and not subject to refund or adjustment; and (d) collection of the amounts due is reasonably assured.

Our revenue is comprised of the performance of environmental services and royalty and lease revenue governed by the underlying contracts. As of December 31, 2023, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa.

Leases

In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (“ASU 2016-02). ASU 2016-02, along with related amendments issued from 2017 to 2018 (collectively, the “New Leases Standard), requires a lessee to recognize a right-of-use asset and a lease liability on the balance sheet. The Company adopted ASU 2016-02 upon inception.

The Company leases certain land and office space under noncancelable operating leases, typically with initial terms of 5 to 21 years. Right to use assets recorded on the balance sheet as of December 31, 2023, associated with these leases amounted to $453,686. Right to use liabilities recorded on the balance sheet as of December 31, 2023, associated with these leases amounted to $452,585.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Derivative financial instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, "Derivatives and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Income Taxes

The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is unlikely that the deferred tax assets will not be realized.

The Company assesses its income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. In accordance with ASC 740-10, for those tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements.

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. As of the year ended December 31, 2023, the Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry forwards. Measurement of deferred income items is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized in the immediate future.

The Company expects to file U.S. federal and various state income tax returns. The Company was formed in 2021 and has not been required to file any tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.

The provision for income taxes was deemed to be de minimis for the year ending December 31, 2023.

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NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Recently issued accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

NOTE 3 – INVESTMENTS IN CORPORATIONS AND LLCS

Investments in corporations and limited liability companies as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022

FUB Mineral LLC	$	614,147	$	617,243
MaxPro Investment Holdings		9,498,705		9,498,705
Total Investments in corporations and llcs	$	10,112,852	$	10,115,948

FUB Mineral LLC

On October 1, 2021, the Company made an investment into FUB Mineral LLC (FUB) in the amount of $250,000 in exchange 38.45% of the membership interest. As such, the investment in FUB will be accounted for using the equity method of accounting. On February 1, 2022, the Company invested an additional $200,000 into FUB Mineral LLC through the purchase of debt held in that entity, resulting in the current Company’s ownership of 41.75% of FUB. The Company recorded passthrough activity of $0 and $165,604, for the periods ended December 31, 2023 and 2022, respectively.

MaxPro Investment Holdings

On December 23, 2022, the Company entered into an agreement with Maxpro Invest Holdings Inc. (Maxpro) to purchase from Maxpro the sum of 95,000,000 Class A Common Stock of Ferrox Holdings Ltd. that was owned by Maxpro. The consideration paid to Maxpro for those shares was the sum of 627,806 shares of common stock of the Company.

NOTE 4 – CONVERTIBLE NOTES RECEIVABLE

Convertible notes receivable as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022

Heart Water Inc.	$	750,000	$	100,000
Advanced Magnetic Lab, Inc.		400,000		250,000
Total convertible notes receivable	$	1,150,000	$	350,000

Heart Water Inc.

On December 2, 2022, the Company advanced $100,000 to Heart Water Inc. in exchange for a Convertible Promissory Note issued to the Company. The Convertible Promissory Note carries an 8.0% annual interest rate. Concurrently, the Company and Heart Water entered into an agreement whereby the Company has the ability to invest in certain development projects of Heart Water in exchange for a per-gallon of water payment from the water that is captured and sold from the project. An additional $650,000 was advanced in exchange for Convertible Promissory Notes during 2023.

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NOTE 4 – CONVERTIBLE NOTES RECEIVABLE (cont.)

Advanced Magnetic Lab, Inc.

On December 21, 2022, Advanced Magnetic Lab, Inc. (or AML) issued a Convertible Promissory Note to the Company in the amount of $250,000. Additional Convertible Promissory Notes were subsequently issued by AML to the Company in the amount of $50,000 each on February 21, 2023, March 20, 2023, and May 5, 2023. The Convertible Promissory Notes carry a 10.0% annual interest rate, compounded monthly, and has the ability to convert into a maximum of 166,667 common stock of AML or repaid at maturity, which is twenty-four months after issuance. Concurrently, the Company and AML entered into a royalty agreement whereby the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed under a Technology Development and Services Agreement.

NOTE 5 – NOTES RECEIVABLE

Notes receivable as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022

Ferrox Holdings Ltd	$	250,000	$	250,000
Texas Tech University Note		100,000		0
Total notes receivable	$	350,000	$	250,000

Ferrox Holdings Ltd.

In March 2022 and September 2022, the Company made a series of investments totaling $250,000 into convertible debt of Ferrox Holdings, Ltd (Ferrox). The convertible debt holds a 7.0% annual interest rate, compounded annually, and is convertible into common stock of Ferrox at $0.15 per share. As part of its investment in the convertible debt of Ferrox, the Company also received an additional 833,335 common shares of Ferrox at the time of investment.

Texas Tech University

On July 31, 2022, the Company purchased certain payments that are owed to Texas Tech University from a third party for the agreement to participate in sponsored research services performed by Texas Tech University and agreed to assume responsibility for those payments. The payments that were due to Texas Tech University amounted to $184,662.72 and the Company has since paid $100,000 of that amount so far on behalf of the third party. A note payable between the Company and the third party was created to reflect the assumption by the Company of these payments and the note pays interest. The operator of the technology is a related entity and is described more in Note 13.

NOTE 6 – INTANGIBLE ASSETS

Intangible assets as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023			December 31, 2022

Mining Permit Package	$	68,739		$	68,739
MC Mining		149,150			149,150
Carnegie ORR		117,623			117,623
Energy Technologies Inc		52,700			52,700
Coking Coal Financing LLC		8,978			53,978
RMC Environmental Services LLC		225,000			225,000
Texas Tech University		0			100,000
Pollinate		1,954			1,954
Less: Accumulated Amortization		(103,885	)		(28,658	)
Total Intangible Assets	$	520,259		$	740,487

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NOTE 6 – INTANGIBLE ASSETS (cont.)

Amortization expense - Intangible Assets totaled $103,885 and $28,658 as of December 31, 2023 and 2022, respectively.

As of December 31, 2023, future amortization expense are as follows:

2024			75,227
2025			75,227
2026			75,227
2027			57,592
2028 and thereafter			226,054
			509,328

Land Betterment Exchange (LBX)

The Company is the holder of 250,000 LBX Tokens. The Company purchased the LBX Tokens for the consideration of $2,000,000 of Round A Convertible Debt and 76,924 Warrant “A-2” issued to an affiliated party. The token issuance process is undertaken by a related party, Land Betterment Corporation, and is predicated on proactive environmental stewardship and regulatory bond releases. As of June 30, 2022, there is no market for the LBX Token and therefore the purchase price of $8 per token has been assigned for fair value. The consideration issued for the 250,000 tokens was in the form of a $2,000,000 convertible note. Due to the lack of market or independent market level transactions, the value assigned to the LBX Token of $0 as of December 31, 2023. The intangible will be treated as an indefinite lived asset.

Mining Permit Package

On January 3, 2022, the Company entered into an agreement with a Kentucky licensed engineer to create three coal mining permits for the total payment of $75,000, payable in equal weekly installments over the course of 36 weeks. The permits will be held in the name of American Resources Corporation, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit. The intangible will be amortized over its initial 10 year contract period.

MC Mining

On April 1, 2022, the Company purchased the rights to receive rental income from property located in Pike County, Kentucky. The rental income is $2,500 per month and the consideration paid by the Company to the seller was a total of $149,150.44, which represents $60,000 in cash to be paid to the seller in the form of 80% of the monthly rental income until the cash consideration is paid in full, plus the issuance of $89,150.44 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded. The intangible will be amortized over its initial 30 year contract period.

Carnegie ORR

On May 20, 2022, the Company entered into an agreement to fund the development of a series of coal mines located in Pike County, Kentucky in exchange for a promissory note to repay the Company its capital invested, plus interest, and then an ongoing overriding royalty from coal sold from the mines. $117,623.17 has been funded by the Company under this contract thus far. The operator of the property is a related entity and is described more in Note 13. The intangible will be amortized over its initial 15 year anticipated mine life.

Energy Technologies Inc

On September 30, 2022, the Company entered into an agreement to purchase, for the consideration of $52,700, a partial interest in a density gauge analyzer that is manufactured by Energy Technologies, Inc. and will be repaid to the Company on a per ton of coal basis from coal sold by using the density gauge analyzer. The operator of the technology is a related entity and is described more in Note 13. The intangible will be amortized over the 5 year useful life period of the underlying equipment.

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NOTE 6 – INTANGIBLE ASSETS (cont.)

Coking Coal Financing LLC

On April 15, 2022, the Company entered into a membership interests purchase agreement with ENCECo, Inc., the sole owner and member of Coking Coal Leasing LLC (“CCL”), whereby the Company issued 236,974 shares to ENCECo, Inc. for the purchase of purchase of CCL. As part of this transaction, the Company, through CCL, purchased a contract to manage the electrical power account for a coal mining complex located in Perry County, Kentucky. The fee for managing this contract payable to the Company is $5,000 per month. The intangible will be treated as an indefinite lived asset.

RMC Environmental Services LLC

On August 17, 2022, the Company formed RMC Environmental Services LLC as a wholly owned subsidiary of the Company for the purpose of purchasing certain rights to operate a clean fill landfill located in Hamilton County, Indiana that pays RMC Environmental Services for each load of clean fill material that is disposed on, or removed from, the landfill. The consideration paid by the Company was $225,000 for the rights to operate this business. The intangible will be amortized over its initial 5 year contract period.

Pollinate

On July 15, 2022, the Company entered into a Honey Royalty Agreement whereby the Company will purchase apiaries for the use of Land Betterment Corporation and the Company will be paid $1.00 per pound of salable honey sold or used by Land Betterment from the purchased apiaries. The operator of Pollinate is a related entity and is described more in Note 13. The intangible will be treated as an indefinite lived asset.

NOTE 7 – RIGHT OF USE ASSETS

The right-of-use asset is the Company’s right to use an asset over the life of a lease. The asset is calculated as the initial amount of the lease liability, plus any lease payments made to the lessor before the lease commencement date, plus any initial direct costs incurred, minus any lease incentives received.

The Company’s discounted lease payment rate is 10%, which is the Company’s borrowing rate.

We lease an office from an affiliated entity, LRR, located at 1845 South KY Highway 15 South, Hazard, KY 41701. We pay $250.00 a month, plus common charges, in rent with an initial lease term of 10 years.

We lease land from an affiliated entity, LRR, located in Pike County, Kentucky. We pay $2,000 a month in rent with an initial lease term of 21 years.

At December 31, 2023 and 2022, right of use assets and liabilities were comprised of the following:

	December 31, 2023		December 31, 2022
Assets:
ROU asset	$	453,686	$	181,006

Liabilities
Current:
Operating lease assets	$	33,923		11,876
Non-current
Operating lease assets		418,662	$	169,252

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NOTE 7 – RIGHT OF USE ASSETS (cont.)

As of December 31, 2023, remaining maturities of lease liabilities were as follows:

2024			32,923
2025			37,475
2026			41,398
2027			43,734
2028 and thereafter			296,055
			452,585

NOTE 8 – ROUND A CONVERTIBLE DEBT

As of December 31, 2023 and 2022, the amount outstanding under the Round A Convertible Debt amounted to:

	December 31, 2023		December 31, 2022

Gross principal value of convertible notes – related party	$	0	$	370,000
Gross principal value of convertible notes – non-related party		0		1,959,150
Unamortized loan discounts		0		(141,638	)
Total convertible notes payable, Net	$	0	$	2,187,512

The principal and any accrued interest in the Round A Convertible Debt has a per share conversion price of $6.50 and bear a 10.0% annual interest rate, compounded calendar quarterly. Accrued interest of $0 was recorded at December 31, 2023. All convertible debt was converted into common stock at the date of business combination.

NOTE 9 –NOTE PAYABLE - RELATED PARTY

As of December 31, 2023 and 2022, the amount outstanding of non-convertible Note Payable to related parties amounted to:

	December 31, 2023			December 31, 2022

Gross principal value of note payable – related party	$	1,681,755		$	1,681,755
Unamortized loan discounts		(0	)		(259,617	)
Total notes payable – related party, Net	$	1,681,755		$	1,422,138

The Note Payable bears a 10.0% annual interest rate, compounded calendar quarterly. Accrued interest of $310,507 was recorded at December 31, 2023. The related party note is due two years from the date of issuance and is due in October 2023.

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NOTE 10 –NOTES PAYABLE

As of December 31, 2023 and 2022, the amount outstanding of non-convertible note payable amounted to:

	December 31, 2023		December 31, 2022

MC Mining Note Payable	$	20,000	$	42,000
Gross principal value of non-convertible notes payable		250,000
Total notes payable – related party, Net	$	270,000	$	42,000

MC Mining

On April 1, 2022, the Company purchased the rights to receive rental income from a related party from property located in Pike County, Kentucky. The rental income is $2,500 per month and the consideration paid by the Company to the seller was a total of $149,150.44, which represents $60,000 in cash to be paid to the seller in the form of 80% of the monthly rental income until the cash consideration is paid in full, plus the issuance of $89,150.44 worth of shares of the Company that will be valued at the same per common share value at the consummation of a transaction that results in the Company becoming publicly traded. Of the $60,000 in cash to be paid to the seller, $20,000 and $42,000 is outstanding at December 31, 2023 and 2022, respectively. There is no interest due on the unpaid portion of the monthly rental income.

NOTE 11: SHAREHOLDERS’ EQUITY

Preferred Stock - The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2023 there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. At December 31, 2023, there were 14,270,761 shares of Class A common stock issued and outstanding. At December 31, 2022, there were 729,817 shares of Class A common stock issued and outstanding.

Class B Common Stock — The Company was previously authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock were entitled to one vote for each share. At the closing of the Business Combination, we filed an amended and restated certificate of incorporation that eliminated the authorization of the Class B Common Stock. At December 31, 2022, there were 2,975,000 shares of Class B common stock issued and outstanding, of which 2,875,000 were held by the Sponsor (and of which 375,000 of such shares held by the Sponsor being subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full) so that the Initial Stockholders (exclusive of the holders of Representative Shares) will own 20% of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering). As of December 31, 2023, there were no shares of Class B common stock authorized, issued, or outstanding.

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NOTE 11: SHAREHOLDERS’ EQUITY (cont.)

Representative Shares

On March 22, 2021, we issued the 100,000 shares of Class B common stock to the representative for nominal consideration (the “Representative Shares”). The Company accounted for the Representative Shares as an offering cost of the Initial Public Offering, with a corresponding credit to stockholders’ equity. The Company estimated the fair value of Representative Shares to be $1,000 based upon the price of the Founder Shares issued to the Sponsor. The holders of the Representative Shares have agreed not to transfer, assign or sell any such shares until the completion of a Business Combination. In addition, the holders have agreed (i) to waive their redemption rights with respect to such shares in connection with the completion of a Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete a Business Combination within the Combination Period.

The Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective date of the registration statement related to the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules. Pursuant to FINRA Rule 5110(e)(1), these securities will not be the subject of any hedging, short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for a period of 180 days immediately following the effective date of the registration statements related to the Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners.

Founder Shares

On January 22, 2021 the Company issued the Sponsor an aggregate of 2,875,000 shares of Class B common stock (the “Founder Shares”) for an aggregate purchase price of $25,000. The Founder Shares include an aggregate of up to 375,000 shares subject to forfeiture by the Sponsor to the extent that the underwriter’s over-allotment is not exercised in full or in part, so that the Sponsor owns, on an as-converted basis, 20% of the Company’s issued and outstanding shares after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the Initial Public Offering). The Sponsor agreed, subject to certain limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.

On March 22, 2021, our Sponsor transferred 5,000 shares of Class B common stock with a par value of $0.0001 per share to each of three of our independent directors. The number of shares of Class B common stock that our Sponsor holds after the transfer is 2,860,000. At the closing of the Business Combination, all shares of Class B common stock were automatically converted into 3,076,500 shares of Class A common stock, and an amended and restated certificate of incorporation was filed that removed the Class B common stock from the authorized capitalization of the Company.

NOTE 12: RELATED PARTY TRANSACTIONS

Land Resources & Royalties LLC / Wabash Enterprises LLC

The Company may at times in the future lease property from Land Resources & Royalties LLC (“LRR”) and enter into various other agreements with LRR and/or its parent company, Wabash Enterprises LLC, an entity managed by Thomas Sauve and which Kirk Taylor is also part beneficial owner. Furthermore, on October 31, 2023, as part of the Business Combination, Wabash Enterprises LLC and LRR became an owner of Class A Common Stock of the Company and several leases and agreements exist between LRR and the Company, for which LRR receives income.

Land Betterment Corporation

The Company may at times in the future enter into agreements with Land Betterment Corporation, an entity in which Kirk Taylor is a director, President and Chief Financial Officer and Thomas Sauve who is a director and Chief Development Officer. As of December 31, 2023, the Company had entered into a contractor services agreement with Land Betterment Corporation for environmental services personnel. The contract called for cost plus 12.5% margin.

American Resources Corporation

The Company may at times enter into agreements with American Resources Corporation and its subsidiaries, an entity in which Thomas Sauve is a director and President, and Kirk Taylor is the Chief Financial Officer.

Westside Advisors LLC

The Company may at times in the future enter into agreements with Westside Advisors LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination. In October 2021, Westside Advisors LLC sold 250,000 LBX Tokens it owned to the Company in exchange for the Round A Convertible Note of $2,000,000 and 76,924 warrants (Warrant “A-2”); no cash was part of this consideration. $1,681,756 was outstanding as of December 31, 2022 with no payments in cash of interest or principal paid. The note carries an interest rate of 10%. During 2022, $318,244.72 of principal was converted to common shares at a rate of $6.50 per share. On October 31, 2023, the Warrant A-2 was converted into Class A Common Stock of the Company as part of the Business Combination that is owned by Westside Advisors LLC.

T Squared Partners LP

The Company has and may at times in the future enter into agreements with T Squared Partners LP, an entity managed by Westside Advisors LLC. On October 2, 2021, T Squared Partners LP invested $250,000 cash into the Company in the form of the Round A Convertible Note and 9,616 warrants issued under Warrant “A- 1.” On January 31, 2022, T Squared Partners LP invested an additional $50,000 cash into the Company in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-5.” 5”, all of which was outstanding as of December 31, 2022 with no payments of interest or principal paid. The note carries an interest rate of 10%. On October 31, 2023, as part of the Business Combination, the notes and warrants held by T Squared Partners LP were converted into Class A Common Stock of the Company.

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NOTE 12: RELATED PARTY TRANSACTIONS (cont.)

White River Holdings LLC

The Company has and may at times in the future enter into agreements with White River Holdings LLC, an entity managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination. On January 1, 2022, the Company entered into a consulting agreement with White River Holdings LLC whereby we paid White River Holdings a monthly consulting fee of $6,250, effective January 1, 2022, for 12 months. This consulting fee is not payable in cash to the Company until we raise a minimum of five million dollars of external capital. On February 1, 2022, White River Holdings LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-6.” On November 1, 2023, as part of the Business Combination, the notes and warrants held by White River Holdings LLC were converted into Class A Common Stock of the Company.

First Frontier Capital LLC

The Company may at times enter into agreements with First Frontier Capital LLC, an entity managed and beneficially owned by Thomas Sauve, Chief Executive Officer and Chairman of the Company. On February 1, 2022, First Frontier Capital LLC invested $10,000 cash into the Company in the form of the Round A Convertible Note and 385 warrants issued under Warrant “A-7.” On October 31, 2023, as part of the Business Combination, the notes and warrants held by First Frontier Capital LLC were converted into Class A Common Stock of the Company.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant (“Working Capital Loans”). From inception to date, $760,000 has been advanced and repaid and as of December 31, 2022, $0 is outstanding. The advance bears no interest rate.

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. As of December 31, 2022 and October 31, 2023, the effective date of the business combination and termination of the services agreement, $120,000 and $220,000, respectively is accrued and owed under this agreement.

Promissory Note — Related Party

On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $800,000 to cover expenses related to Initial Public Offering pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022. From inception to date, $485,900 was advanced and repaid. As of December 31, 2022 December 31, 2023, $239,825 and $291,243 is outstanding, respectively.

NOTE 13: INCOME TAXES

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The primary temporary differences that give rise to the deferred tax assets and liabilities are as follows: accrued expenses.

Deferred tax assets consisted of $432,828 and $144,733 at December 31, 2023 and 2022, respectively, which was fully reserved. Deferred tax assets consist of net operating loss carryforwards in the amount of $589,442 and $156,614 at December 31, 2023 and 2022, respectively, which was fully reserved. The net operating loss carryforwards for year 2022 begin to expire in 2042. The application of net operating loss carryforwards are subject to certain limitations as provided for in the tax code. The Tax Cuts and Jobs Act was signed into law on December 22, 2017, and reduced the corporate income tax rate from 34% to 21%. The Company’s deferred tax assets, liabilities, and valuation allowance reflect the impact of the tax law.

The Company’s effective income tax rate is lower than what would be expected if the U.S. federal statutory rate (21%) were applied to income before income taxes primarily due to certain expenses being deductible for tax purposes but not for financial reporting purposes. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. All years are open to examination as of December 31, 2023.

NOTE 14: WARRANTS

Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) one year from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available. No warrant will be exercisable and the Company will not be obligated to issue a Class A common stock upon exercise of a warrant unless the Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

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NOTE 14: WARRANTS (cont.)

The Company has agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A common stock issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

if, and only if, the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If the Company calls the Public Warrants for redemption, management will have the option to require any holder that wishes to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such Public Warrants. Accordingly, the Public Warrants may expire worthless.

In addition, if (x) the Company issues additional Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per Class A common stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or its affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its Class A ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the Class A common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable, except as described above, so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

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NOTE 14: WARRANTS (cont.)

The Company uses the black Scholes option pricing model to value its warrants and options. The significant inputs are as follows:

	2023			2022
Expected Dividend Yield		0.00	%		0.0	%
Expected volatility		1.55	%		1.55	%
Risk-Free Rate		4.27	%		4.27	%
Expected life of warrants		1.72			2.72

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Public Warrants	Warrants		Exercise Price		Life in Years		Value

Exercisable (vested) - December 31, 2021		-	$	-			$	-

Granted		-	$	-			$	-
Forfeited or Expired		-
Exercised		-
Outstanding December 31, 2022		4,777,364	$	1		3.3	$	2,770,871
Exercisable (vested) - December 31, 2022		4,777,364	$	1		3.3	$	2,770,871

Granted		-	$	-			$	-
Forfeited or Expired		-	$	-			$	-
Exercised		-	$	-			$	-
Outstanding December 31, 2023		4,777,364	$	0		2.3	$	100,325
Exercisable (vested) - December 31, 2023		4,777,364	$	0		2.3	$	100,325

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Private Warrants	Warrants		Exercise Price		Life in Years		Value

Exercisable (vested) - December 31, 2021		-	$	-			$	-

Granted		-	$	-			$	-
Forfeited or Expired		-	$	-			$	-
Exercised		-	$	-			$	-
Outstanding December 31, 2022		3,901,201	$	0.58		3.3	$	2,262,696.58
Exercisable (vested) - December 31, 2022		3,901,201	$	0.58		3.3	$	2,262,696.58

Granted		-	$	-			$	-
Forfeited or Expired		-	$	-			$	-
Exercised		-	$	-			$	-
Outstanding December 31, 2023		3,901,201	$	0.03		2.3	$	101,431.23
Exercisable (vested) - December 31, 2023		3,901,201	$	0.03		2.3	$	101,431.23

NOTE 15: FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

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NOTE 15: FAIR VALUE MEASUREMENTS (cont.)

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2023, the Company is the holder of 250,000 LBX Tokens which were initially recorded at their purchase price of $8 per token. During 2022 and 2023, the value of the LBX Tokens were written to $0 to reflect that there was no market for the tokens. No cash consideration was given but a convertible note in the amount of $2,000,000 and 76,924 warrants (Warrant “A-2”) were issued to Westside Advisors LLC. The note remains outstanding, and the warrants were converted into shares of the Company as part of the Business Combination on October 31, 2023.

At December 31, 2023 and 2022, assets held in the Trust Account were comprised of $0 and $7,613,762 in money market funds which are invested primarily in U.S. Treasury Securities. All funds were withdrawn upon business combination.

The following table presents information about the Company’s assets, liabilities and redeemable class A common that are measured at fair value on a recurring basis at December 31, 2023 and 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		December 31, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account		1	$	0	$	7,613,762

Liabilities:
Warrant Liability – Public Warrants		3		157,584		110,182
Warrant Liability – Private Warrants		3		117,036		101,432

Commitments and Contingencies:
Class A Common Stock				0		7,497,311

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying December 31, 2023 and December 31, 2022 consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations.

The Private Warrants were initially valued using a Modified Black Scholes Option Pricing Model, which is considered to be a Level 3 fair value measurement. The Modified Black Scholes model’s primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the IPO date was derived from observable public warrant pricing on comparable ‘blank-check’ companies without an identified target. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrant pricing. A Monte Carlo simulation methodology was used in estimating the fair value of the Public Warrants for periods where no observable traded price was available, using the same expected volatility as was used in measuring the fair value of the Private Warrants. For periods subsequent to the detachment of the warrants from the Units, the close price of the public warrant price was used as the fair value as of each relevant date. The decrease in the fair value of the warrant liability from the date of the Private Placement (March 19, 2021) to December 31, 2022 reflects a change in the estimated fair value per private warrant for the period from $0.95 to $0.026 and per public warrant for the period from $0.94 to $0.021.

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NOTE 15: FAIR VALUE MEASUREMENTS (cont.)

The following tables present the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2022	$	2,262,941		$	3,036,301		$	5,299,242
Change in valuation inputs or other assumptions		(2,161,510	)		(2,926,119	)		(5,087,629	)
Fair value as of December 31, 2022		101,431			110,182			211,613

	Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2023	$	101,431	$	110,182	$	211,613
Change in valuation inputs or other assumptions		15,604		47,402		63,006
Fair value as of December 31, 2023		117,036		157,584		274,620

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NOTE 16: COMMITMENTS AND CONTINGENCIES

In the course of normal operations, the Company is involved in various claims and litigation that management intends to defend. The range of loss, if any, from potential claims cannot be reasonably estimated. However, management believes the ultimate resolution of matters will not have a material adverse impact on the Company’s business or financial position.

Right of First Refusal

For a period beginning on March 21, 2021 and ending 24 months from the closing of a business combination, we have granted the Representative a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors or subsidiaries. In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

NOTE 17: SUBSEQUENT EVENTS

On February 1, 2024, the Company entered into an agreement with T.R. Mining & Quarry Ltd., a Jamaican-based company (T.R. Mining), to provide a loan to T.R. Mining of up to $100,000 in exchange for an overriding royalty on all minerals extracted from T.R. Mining’s exclusive prospecting license and any successor permit. $20,000 of that note has been advanced by the Company to T.R. Mining as of the date of this filing.

On January 29, 2024, 100,000 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On February 7, 2024, Daniel Hasler and Gary Ehlebracht both stepped down as an independent directors of the Board of Directors and both Roy Smith and Benjamin Wrightsman were simultaneously appointed to the Board of Directors as independent directors. Furthermore, Mr. Smith was appointed as Chairman of the Compensation Committee of the Board of Directors and Mr. Wrightsman was appointed as Chairman of the Nominating Committee of the Board of Directors

On March 1, 2024, 133,334 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On March 11, 2024, the Company deposited $5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party.

On March 19, 2024, the Company issued-a non-convertible promissory note to Westside Advisors in the amount of $42,000. The note is due two years from the date of issuance on March 19, 2026.

On March 20, 2024, the Company invested an additional $15,000 into Advanced Magnetic Lab, Inc. under the existing convertible promissory note purchase agreement with that company.

On March 22, 2024, the Company deposited $5,000 restricted cash with the Kentucky Secretary of State for the benefit of a related party under the Company’s reclamation bonding facility agreement with that party.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The management, with participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 12a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Annual Report. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply is judgement in evaluating the benefits of possible controls and procedures relative to their costs.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the period ended December 31, 2023 that have materially affected the Company’s internal controls over financial reporting.

Management’s Report on Internal Control over Financial Reporting

The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with the U.S. generally accepted accounting principles.

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The management, including its Principal Executive Officer and Principal Financial Officer, does not expect that its disclosure controls and procedures, or its internal controls over financial reporting will prevent all error and all fraud. A control system no matter how well conceived and operated, can provide only reasonable not absolute assurance that the objectives of the control system are met. Further, the design of control system must reflect the fact that there are resource constraints, and the benefit of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any within the Company have been detected.

This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of this section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

ITEM 9B. OTHER INFORMATION.

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not Applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Name	Age	Positions

Julie Griffith	67	Director
Gary Ehlebracht	39	Director
Daniel J. Hasler	66	Director
Kirk P. Taylor	44	Chief Financial Officer
Thomas M. Sauve	45	Director/Chief Executive Officer

Executive officers of the Company are appointed by our board of directors and serve at the pleasure of the board of directors.

Kirk P. Taylor, CPA, Chief Financial Officer, has over 18 years of financial, accounting and tax structuring experience. After working in national public accounting firms, he has been the Chief Financial Officer of American Resources Corporation (Nasdaq: AREC) since 2015, leading the public process as well as integrations of 8 different acquisitions within the infrastructure and resource space. Mr. Taylor is also a founder and President of Land Betterment Corp, a benefit corporation, focused on positive environmental and social communities facing a changing industrial landscape.

Thomas M. Sauve, Chairman of the Board of Directors, Chief Executive Officer, has over 12 years leading and managing mining operations and over 15 years investing, restructuring and building businesses. Having managed the due diligence process and closing, staffing and ramp up of three acquisitions in twelve months, he has a history of successfully identifying mining operations that have the ability to meet the company’s model of cost cutting and efficiency. As President of American Resources Corporation (Nasdaq: AREC) since 2015, Mr. Sauve has successfully integrated 8 acquisitions into a streamlined operating model.

Julie Griffith, Director, has held leadership roles for the Indiana Innovation Institute. Within this role, she was able to highlight her strategic vision, rich background in government affairs, and business development and marketing experience. Before joining the Indiana Innovation Institute, Griffith served as the vice president of Public Affairs for Purdue University and worked with Duke Energy in a variety of roles, including vice president for Government Affairs and Foundation Relations. Before that she worked for the Texas-based energy company Spectra Energy and its predecessor companies. Griffith has an extensive background in marketing, business development, and government and regulatory affairs. She graduated from Ball State in 1979 with a Bachelor of Science degree in Political Science, and now serves on the Foundation board and the Dean's Advisory Council for the University's College of Sciences and Humanities. She has previously represented Ball State as a State House intern, London Center participant, Above & Beyond Campaign Development Committee member, Bold Campaign Regional Subcommittee member, Indianapolis Alumni Club board member, and a National Philanthropy Council member.

Gary T. Ehlebracht, Director, and has over 12 years of physical and financial commodity trading experience. He joined grain trading and merchandising firm Gavilon, LLC in 2008 where he spent over 10 years as a senior trader focused primarily on dairy commodities. In 2019 Mr. Ehlebracht joined Dairy Products Incorporated, a leading dairy trading firm, where he focuses on physical merchandising, financial risk management, global logistics and supply chain management working with some of the largest multinational food companies. We believe Mr. Ehlebracht is well qualified to serve as a director due to his over 20 years of commodities and agriculture experience. .

Daniel J. Hasler, Director, is the founder and President of Hasler Ventures LLC, a company working to advance groundbreaking technologies by moving them to the public through collaborations with industry. For the previous 5 years, Mr. Hasler was President of Purdue Research Foundation. Previously, Mr. Hasler was the Secretary of Commerce for the State of Indiana and spent 31 years at Eli Lilly and Co., (NYSE: LLY) in a number of leadership positions including Vice President for Global Marketing. We believe Mr. Hasler is well qualified to serve as a director due to his over 40 years of university, government and public company experience. .

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Number and Terms of Office of Officers and Directors

Our board of directors are divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, originally consisting of Mr. Taylor and Mr. Hasler expired at our first annual meeting of stockholders. The term of office of the second class of directors, originally consisting of Mr. Ehlebracht and Mr. Smid, will expire at the second annual meeting of stockholders. The term of office of the third class of directors, consisting of Mr. Jensen and Mr. Sauve, will expire at the third annual meeting of stockholders.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. We expect that our board of directors will determine that Griffith, Ehlebracht, and Hasler are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

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Corporate Governance; Code of Conduct and Business Code of Ethics

Committees of the Board of Directors

Our board of directors will have three standing committees: an audit committee, a compensation committee, and a nomination committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee, compensation committee, and nomination committee of a listed company be comprised solely of independent directors. The composition and responsibilities of the three committees are described below.

Audit Committee

Julie Griffith, Gary Ehlebracht, and Daniel Hasler, serve as members of our audit committee, and Julie Griffith is chair the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Griffith, Ehlebracht, and Hasler, meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.

Each member of the audit committee is financially literate, and our board of directors has determined that Julie Griffith qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Our audit committee charter, which details the principal functions of the audit committee, including:

	·	the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

	·	pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

	·	setting clear hiring policies for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by applicable laws and regulations;

	·	setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

	·	obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

	·	reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

	·	reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

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Compensation Committee

Julie Griffith, Gary Ehlebracht, and Daniel Hasler serve as members of our compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. All of our members are independent and Mr. Ehlebracht is chair the compensation committee.

Our compensation committee charter, details the principal functions of the compensation committee, including:

	·	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, if any is paid by us, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

	·	reviewing and approving on an annual basis the compensation, if any is paid by us, of all of our other officers;

	·	reviewing on an annual basis our executive compensation policies and plans;

	·	implementing and administering our incentive compensation equity-based remuneration plans;

	·	assisting management in complying with our proxy statement and annual report disclosure requirements;

	·	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

	·	if required, producing a report on executive compensation to be included in our annual proxy statement; and

	·	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to American Resources Corporation, an affiliate of our sponsor, of $10,000 per month, for up to 12 months, for office space, utilities and secretarial and administrative support, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

Julie Griffith, Gary Ehlebracht, and Daniel Hasler serve as members of our nomination committee. Under the Nasdaq listing standards and applicable SEC rules, we are not required to have this committee. All of our members are independent and Mr. Hasler is chair the nomination committee. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees.

The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

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Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to the registration statement of which this prospectus is a part. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We will disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Subject to pre-existing fiduciary or contractual duties as described below, our officers and directors have agreed to present any business opportunities presented to them in their capacity as a director or officer of our company to us. Certain of our officers and directors presently have fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

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Potential investors should also be aware of the following other potential conflicts of interest:

	·	None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

	·	In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

	·	Our initial stockholders have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our initial stockholders have agreed to waive their redemption rights with respect to any founder shares held by them if we fail to consummate our initial business combination within 12 months after the closing of this offering. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the placement warrants held in the trust account will be used to fund the redemption of our public shares, and the placement warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable by our sponsor until the earlier to occur of: (A) six months after the completion of our initial business combination and (B) subsequent to our initial business combination, if the reported last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination. With certain limited exceptions, the placement warrants and the Class A common stock underlying such warrants, will not be transferable, assignable or saleable by our sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our sponsor and officers and directors may directly or indirectly own common stock and warrants following this offering, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

	·	Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

	·	Our sponsor, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our sponsor or an affiliate of our sponsor or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of our initial business combination. The units would be identical to the placement warrants.

The conflicts described above may not be resolved in our favor.

In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

	·	the corporation could financially undertake the opportunity;

	·	the opportunity is within the corporation’s line of business; and

	·	it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation.

Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation.

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Table of Committees and participating directors

	Audit Committee	Nominating Committee	Compensation Committee

Julie Griffith	X (Chairwoman)	X	X
Gary Ehlebracht	X	X	X (Chairman)
Daniel Hasler	X	X (Chairman)	X
Thomas M. Sauve

Stockholder Nominations

Stockholders who would like to propose a candidate to serve on our board of directors may do so by submitting the candidate’s name, resume and biographical information to the attention of our corporate secretary. All proposals for nomination received by the corporate secretary will be presented to the committee for appropriate consideration. It is the policy of the compensation committee to consider director candidates recommended by stockholders who appear to be qualified to serve on our board of directors. The compensation committee may choose not to consider an unsolicited recommendation if no vacancy exists on our board of directors and the compensation committee does not perceive a need to increase the size of our board of directors. In order to avoid the unnecessary use of the compensation committee’s resources, the compensation committee will consider only those director candidates recommended in accordance with the procedures set forth below. To submit a recommendation of a director candidate to the compensation committee, a stockholder should submit the following information in writing, addressed to the corporate secretary of the Company at our main office:

●	the name and address of the person recommended as a director candidate;

●	all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended;

●	the written consent of the person being recommended as a director candidate to be named in the proxy statement as a nominee and to serve as a director if elected;

●

as to the person making the recommendation, the name and address, as they appear on our books, of such person, and number of shares of our common stock owned by such person; provided, however, that if the person is not a registered holder of our common stock, the person should submit his or her name and address along with a current written statement from the record holder of the shares that reflects the recommending person’s beneficial ownership of our common stock; and

●	a statement disclosing whether the person making the recommendation is acting with or on behalf of any other person and, if applicable, the identity of such person.

Delinquent Section 16(a) Reports

Based solely upon a review of Forms 3 and 4 and amendments thereto furnished to us under Rule 16a-3(d) of the Securities Exchange Act of 1934 during the year ended December 31, 2023 and Forms 5 and amendments thereto furnished to us with respect to the year ended December 31, 2023, as well as any written representation from a reporting person that no Form 5 is required, we are not aware that any officer, director or 10% or greater stockholder failed to file on a timely basis, as disclosed in the aforementioned Forms, reports required by Section 16(a) of the Securities Exchange Act of 1934 during the year ended December 31, 2023.

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ITEM 11. EXECUTIVE COMPENSATION.

Executive Officer and Director Compensation

Overview

As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have opted to comply with the scaled disclosure requirements applicable to emerging growth companies.

The named executive officer and director compensation described in this section discusses our 2022 compensation programs. This discussion may contain forward-looking statements that are based on the Company’s current plans, considerations, expectations and determinations regarding future compensation programs.

Executive and Director Compensation

The Company’s Board of Directors, with input from our Chief Executive Officer, has historically determined the compensation for our named executive officers. Our named executive officers for the fiscal year ended December 31, 2023, which consist of our principal executive officer and the next two most highly compensated executive officers who were serving as executive officers as of December 31, 2023, are:

	·	Thomas Sauve, Chief Executive Officer; and

	·	Kirk Taylor, Chief Financial Officer

Summary Compensation Table

The following table sets forth information concerning the annual and long-term compensation of our executive officers and directors for services rendered in all capacities to us during the last completed fiscal year. The listed individuals shall hereinafter be referred to as the “Named Executive Officers.” We also have included below a table regarding compensation paid to our directors who served during the last completed fiscal year.

(a)		(b)		(c)		(d)		(e)		(f)		(g)		(h)
Name and principal position		Fees Earned or Paid in Cash ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified deferred compensation earnings ($)		All Other Compensation ($)		Total ($)
Mark C. Jensen, Chief Executive Officer, Chairman ⁽¹⁾	2023		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2022		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Thomas M. Sauve, Chief Executive Officer, Director ⁽²⁾	2023	$	150,000		-0-		-0-		-0-		-0-		-0-	$	150,000
	2022	$	75,000		-0-		-0-		-0-		-0-		-0-	$	75,000

Kirk P. Taylor, Chief Financial Officer	2023		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2022		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Daniel Hasler, Director	2023		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2022		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Gary Ehlebracht, Director	2023		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2022		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Julie Griffith, Director ⁽³⁾	2023		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2022		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Edward Smid, Director ⁽¹⁾	2023		-0-		-0-		-0-		-0-		-0-		-0-		-0-
	2022		-0-		-0-		-0-		-0-		-0-		-0-		-0-

(1)	Resigned on October 31, 2023 from the Company as part of the Business Combination.

(2)	Director of the Company prior to October 31, 2023; was appointed as Chairman on October 31, 2023 as part of the Business Combination.

(3)	Appointed as Director of the Company on October 31, 2023 as part of the Business Combination.

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS.

At December 31, 2023, we had 14,270,761 shares of common stock issued and outstanding. Voting power represents the voting power of common stock owned beneficially by such person. On all matters to be voted upon, the holders of the common stock vote together as a single class. Except as otherwise set forth below, the following table sets forth information known to us as of December 31, 2023 relating to the beneficial ownership of shares of our common stock by:

●	each person who is known by us to be the beneficial owner of more than 5% of our outstanding common stock;
●	each director and nominee;
●	each named executive officer; and
●	all named executive officers and directors as a group.

Unless otherwise indicated, the address of each beneficial owner in the table set forth below is care of 12115 Visionary Way, Suite 174, Fishers IN 40638. We believe that all persons, unless otherwise noted, named in the table have sole voting and investment power with respect to all shares of common stock shown as being owned by them. Under securities laws, a person is considered to be the beneficial owner of securities owned by him or her (or certain persons whose ownership is attributed to him or her) and that can be acquired by him or her within 60 days from December 31, 2021, including upon the exercise of options, warrants or convertible securities. We determine a beneficial owner’s percentage ownership by assuming that options, warrants or convertible securities that are held by him or her, but not those held by any other person, and which are exercisable within 60 days of the that date, have been exercised or converted.

Name and Address of Beneficial Owner⁽¹⁾⁽²⁾	Number of Shares Beneficially Owned		%
Directors and Named Executive Officers of the Company
Thomas Sauve, Chief Executive Officer and Chairman of the Board of Directors⁽³⁾		1,167,208		8.18	%
Kirk Taylor, Chief Financial Officer⁽⁴⁾		1,420,108		9.95	%
Daniel Hasler, Independent Director	-0-		*		%
Julie Griffith, Independent Director	-0-		*		%
Gary Ehlebracht, Independent Director	-0-		*		%
Edward Smid, Independent Director	-0-		*		%
All Directors and Executive Officers of the Company as a Group (5 Individuals)		2,587,316		18.13	%

Five Percent Holders
White River Holdings LLC⁽⁵⁾		1,104,739		7.74	%
Homewood Holdings LLC⁽⁶⁾		1,052,377		7.37	%
Midwest General Investment Company LLC⁽⁷⁾		995,953		6.98	%
Maxpro Invest Holdings LLC⁽⁸⁾		943,842		6.61	%
White River Ventures LLC⁽⁹⁾		855,196		5.99	%

*	Less than one percent.
(1)	Unless otherwise noted, the business address of each of the following individuals is c/o Royalty Management Holding Corporation, 12115 Visionary Way, Suite 174, Fishers, IN 46038.
(2)	Excludes shares issuable pursuant to any warrants outstanding.
(3)	Owned through First Frontier Capital LLC, of which Thomas Sauve is manager and a beneficial owner.
(4)	Owned through Liberty Hill Capital Management LLC, of which Kirk Taylor is manager and a beneficial owner.
(5)	Managed by former management of the Company that resigned on October 31, 2023 as part of the Business Combination.
(6)	Beneficial owner is Mark LaVerghetta.
(7)	Manager of entity is Mark Jensen. Entity is owned by trust which certain members of the Sauve family are beneficiaries.
(8)	Manager of the entity is Ferrox Holdings CEO, Terry Duffy
(9)	Manager of entity is Thomas Sauve. Entity is owned by trust which certain members of the Jensen family are beneficiaries.

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Our initial shareholders beneficially own approximately 20% of the issued and outstanding shares of common stock and will have the right to appoint all of our directors prior to the completion of our initial business combination. Holders of our public shares will not have the right to appoint any directors to our board of directors prior to the completion of our initial business combination. Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated certificate of incorporation and bylaws and approval of significant corporate transactions including our initial business combination.

Our sponsor and our founding team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during or after our Initial Public Offering in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated certificate of incorporation (A) that would modify the substance or timing of our obligation to provide holders of our Class A shares of common stock the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 12 months from the closing of our Initial Public Offering or (B) with respect to any other provision relating to the rights of holders of our Class A shares of common stock or pre-initial business combination activity. Further, our sponsor and each member of our founding team have agreed to vote their founder shares and public shares purchased during or after our Initial Public Offering in favor of our initial business combination.

Our sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.

Changes in Control.

None.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE.

Related Party Transactions

Land Resources & Royalties LLC / Wabash Enterprises LLC

Land Betterment Corporation

American Resources Corporation

Westside Advisors LLC

T Squared Partners LP

White River Holdings LLC

First Frontier Capital LLC

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant (“Working Capital Loans”). During the year ended December 31, 2022, no amount was advanced and as of December 31, 2022, $0 is outstanding. The advance bears no interest rate.

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Administrative Services Arrangement

Promissory Note — Related Party

On March 22, 2021, the Sponsor agreed to loan the Company an aggregate of up to $800,000 to cover expenses related to Initial Public Offering pursuant to a promissory note (the "Note"). This loan was non-interest bearing and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022. as of As of December 31, 2022 and 2021, $239,825 and $0 is due to the Sponsor respectively.

Director Independence

Each of Julie Griffith, Daniel Hasler, and Gary Ehlebracht, the directors of the Company at December 31, 2023, are independent directors as defined by the NASDAQ Company Guide.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

B.F. Borgers CPA, PC (PCAOB ID: 5041), services as the Company’s independent registered public accounting firm.

The following is a summary of fees paid or to be paid to B.F. Borgers CPA, PC, or B.F. Borgers, for services rendered for the period from January 1, 2023 through December 31, 2023.

	B.F. Borgers
Audit Fees	$	42,500
Audit-Related Fees	$	-
Tax Fees		-
All Other Fees		-
Total	$	42,500

Audit Fees — This category includes the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.

Audit-Related Fees — This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees.” The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.

Tax Fees — This category consists of professional services rendered for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.

All Other Fees — This category consists of fees for other miscellaneous items.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) THE FOLLOWING DOCUMENTS ARE FILED AS PART OF THIS REPORT:

(1) The following Financial Statements are included in this Annual Report on Form 10-K in Item 8:

		Page
FINANCIAL STATEMENTS

Balance Sheet		F-2

Statement of Operations		F-3

Statement of Changes Stockholders' Deficit		F-4

Statement of Cash Flows		F-5

Schedules not listed above are omitted because of the absence of the conditions under which they are required or because the required information is included in the Consolidated Financial Statements or the notes thereto.

(2) Financial Statement Schedules:

None.

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(3) Exhibits:

Exhibit Number		Description
3.1 ⁽¹⁾		Certificate of Incorporation
3.2⁽²⁾		Amended & Restated Certificate of Incorporation
3.3⁽¹⁾		By-Laws
4.1 ⁽¹⁾		Specimen Unit Certificate
4.2⁽¹⁾		Specimen Class A Common Stock Certificate
4.3 ⁽¹⁾		Specimen Warrant Certificate
4.4 ⁽¹⁾		Warrant Agreement, dated March 17, 2021, by and between Registrant and Continental Stock Transfer & Trust Company, LLC
10.1 ⁽²⁾		Letter Agreement, dated March 17, 2021, by and among Registrant and its officers, directors, and Sponsors
10.2 ⁽²⁾		Investment Management Trust Agreement, dated March 17, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, LLC
10.3 ⁽²⁾		Registration Rights Agreement, dated March 17, 2021, by and among the Registrant and certain security holders
10.4 ⁽²⁾		Administrative Support Agreement, dated March 17, 2021, by and between the Registrant and the American Resources Corporation
10.5 ⁽²⁾		Private Placement Warrants Subscription Agreement, dated March 17, 2021, by and between the Registrant and the Sponsor
10.6 ⁽²⁾		Representative Share Purchase Letter Agreement, dated March 16, 2021, by and between Registrant, Kingswood Capital Markets, divisions of Benchmark Investments Inc., and certain designees
10.7⁽¹⁾		Promissory Note issued to Sponsor
10.8 ⁽¹⁾		Form of Indemnity Agreement
10.9 ⁽¹⁾		Form of Securities Subscription Agreement between the Registrant and American Opportunity Ventures LLC
14 ⁽¹⁾		Form of Code of Ethics
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)*
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.**
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s annual report on Form 10-K for the period ended December 31, 2021, formatted in Inline XBRL (included in Exhibit 101 attachments).

* Filed herewith

** Furnished herewith

(1) Previously filed as an exhibit to our Form S-1, dated February 2, 2021, as amended, and incorporated by reference herein.

(2) Previously filed as an exhibit to our Current Report on Form 8-K filed on March 23, 2021, and incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ROYALTY MANAGEMENT HOLDING CORPORATION

Date: April 16, 2024	By:	/s/ Thomas M. Sauve
		Thomas M. Sauve, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the dates indicated.

Signature	Title	Date

/s/ Julie Griffith	Director	April 16, 2024
Julie Griffith

/s/ Roy Smith	Director	April 16, 2024
Roy Smith

/s/ Benjamin Wrightsman	Director	April 16, 2024
Benjamin Wrightsman

/s/ Thomas M. Sauve	Chief Executive Officer/ Director (Principal Executive Officer and the	April 16, 2024
Thomas M. Sauve	Registrant’s authorized signatory in the United Sates)

/s/ Kirk P. Taylor	Chief Financial Officer	April 16, 2024
Kirk P. Taylor	(Principal Financial and Accounting Officer)

nullnullnullnull

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Apr. 16, 2024	Jun. 30, 2023
Document Information Line Items
Entity Registrant Name	ROYALTY MANAGEMENT HOLDING CORPORATION
Entity Central Index Key	0001843656
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Dec. 31, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		14,504,095
Entity Public Float			$ 15,704,984
Document Annual Report	true
Document Transition Report	false
Document Fin Stmt Error Correction Flag	false
Entity File Number	001-40233
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	86-1599759
Entity Address Address Line 1	12115 Visionary Way
Entity Address Address Line 2	Unit 174
Entity Address City Or Town	Fishers
Entity Address State Or Province	IN
Entity Address Postal Zip Code	46038
City Area Code	317
Icfr Auditor Attestation Flag	false
Auditor Name	BF Borgers CPA PC
Auditor Location	Lakewood, CO
Local Phone Number	855-9926
Entity Interactive Data Current	Yes
Auditor Firm Id	5041
Common Stocks
Document Information Line Items
Security 12b Title	Common stock par value $0.0001 per share
Trading Symbol	RMCO
Security Exchange Name	NASDAQ
Redeemable warrants
Document Information Line Items
Security 12b Title	Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share
Trading Symbol	RMCOW
Security Exchange Name	NASDAQ

Consolidated Balance Sheet - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 195,486	$ 510,366
Accounts Receivable	70,323	71,540
Prepaid Insurance	0	100,049
Total Current Assets	265,809	681,955
LONG-TERM ASSETS
Interest Receivable	404,548	147,084
Fee Income Receivable	176,777	376
Investments in Corporations and LLCs	10,112,852	10,115,948
Convertible Notes Receivable	1,150,000	350,000
Notes Receivable	350,000	250,000
Intangible Assets, less accumulated amortization of $103,885 and $28,658	520,259	740,487
Restricted Cash	176,800	176,800
Cash Held in Trust account	0	7,613,762
Operating lease right-of-use assets	453,686	181,006
Total Long-Term Assets	13,344,923	19,575,462
TOTAL ASSETS	13,610,731	20,257,417
CURRENT LIABILITIES
Accounts payable - related party	381,243	359,825
Accounts payable	96,071	156,931
Current portion of operating lease liabilities, net	33,923	11,876
Accrued expenses	834,267	481,318
Total Current Liabilities	1,345,504	1,009,949
Convertible Notes Payable, Net	0	2,187,512
Notes Payable - Related Party, Net	1,681,755	1,422,138
Operating lease liabilities, net	418,662	169,252
Notes Payable	270,000	42,000
Deferred Underwriter commissions	0	3,500,000
Fair value liability of Public Warrants	157,584	110,182
Fair value liability of Private Warrants	117,036	101,432
TOTAL LONG-TERM LIABILITIES	2,645,037	7,532,516
TOTAL LIABILITIES	3,990,542	8,542,465
SHAREHOLDERS' EQUITY
Common stock value	1,427	68,903
Additional paid-in capital	8,226,273	688,753
Shareholders' Equity	1,392,490	3,459,712
Total Shareholders' Equity	9,620,190	4,217,641
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	13,610,731	20,257,417
Class A Common Stock [Member]
SHAREHOLDERS' EQUITY
Common stock value	0	7,497,311
Class B Common Stock [Member]
SHAREHOLDERS' EQUITY
Common stock value	$ 0	$ 273

Consolidated Balance Sheet (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accumulated amortization	$ 103,885	$ 28,658
Common Stock, Par Value	$ 0.0001	$ 0.01
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Issued	14,270,761	729,817
Common Stock, Shares Outstanding	14,270,761	729,817
Class A Common Stock [Member]
Common Stock, Par Value	$ 10.10	$ 10.10
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares redemption value	0	742,308
Common Stock, Shares Issued	14,270,761	729,817
Common Stock, Shares Outstanding	14,270,761	729,817
Class B Common Stock [Member]
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	10,000,000	10,000,000
Common Stock, Shares Issued	0	2,726,500
Common Stock, Shares Outstanding	0	2,726,500
Common Stock, representative shares	100,000	100,000

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2023	Dec. 31, 2022
INCOME
RMC Environmental Services	$ 202,723	$ 104,810
Fee Income	71,402	376
Rental Income	87,500	67,500
TOTAL INCOME	361,624	172,686
OPERATING EXPENSES
Administrative Expenses	52	227
Bank Fees & Service Charges	19,260	94
Sponsorship Expense	0	15,000
Professional Fees	490,590	758,355
Printing	0	869
Software & apps	720	265
Payroll	101,291	30,419
Payroll Taxes	8,283	2,942
Employee Insurance	9,492	718
Board of Directors Comp	50,000	60,000
Consultant Fee	75,000	75,000
Officers' Salaries	150,000	75,000
Rent/Lease	102,061	59,052
Hauling Services	2,375	0
Travel	7,254	0
Fuel	6,642	3,425
Equipment Rentals	658	44
Impairment Loss	0	2,000,000
Supplies & Materials	674	0
Repairs & Maintenance	6,245	0
Liability Insurance	4,189	0
Small Equipment	0	1,197
Telephone	2,354	319
Utilities	22,914	5,570
General and Administrative	988,477	559,081
TOTAL OPERATING EXPENSES	2,048,531	3,647,578
NET LOSS FROM OPERATIONS	(1,686,907)	(2,253,243)
OTHER INCOME AND EXPENSES
Interest Income	256,749	149,808
Income/Loss from Investment	0	165,604
Gain (Loss) on Warrant Fair Value Adjustment	(63,014)	5,087,628
Other Income	216,277	22,729
Amortization expense intangibles	(75,227)	(28,658)
Convertible Debt Interest	715,101	722,717
Net Income (Loss)	$ (2,067,223)	$ 1,199,503
Weighted average shares outstanding, basic and diluted	14,270,761	729,817
Basic and diluted net income per ordinary share	$ (0.14)	$ 1.64

Statement of Shareholders Equity - USD ($)	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance, shares at Dec. 31, 2021		8,670,250
Balance, amount at Dec. 31, 2021	$ (7,793,587)	$ 59,711	$ (10,113,507)	$ 2,260,209
Common shares issued for purchase of membership interest, shares		864,780
Common shares issued for purchase of membership interest, amount	9,498,705	$ 8,648	9,490,057
Common shares issued for conversion of debt, shares		63,026
Common shares issued for conversion of debt, amount	409,669	$ 630	409,039
Common shares issued for purchase of the payment rights, shares		8,915
Common shares issued for purchase of the payment rights, amount	89,150	$ 89	89,061
Shares issued for services, shares		9,810
Shares issued for services, amount	63,750	$ 98	63,652
Amortization of debt discount and issuance costs	750,451		750,451
Net income	1,199,503			1,199,503
Balance, shares at Dec. 31, 2022		9,616,781
Balance, amount at Dec. 31, 2022	4,217,641	$ 69,176	688,753	3,459,712
Shares issued for services, shares		770
Shares issued for services, amount	5,000	$ 8	4,992
Amortization of debt discount and issuance costs	30,770		30,770
Net income	(2,067,223)			(2,067,223)
Shares forfeited for services, shares		(3,080)
Shares forfeited for services, amount	0	$ (31)	31
Shares issued in connection with warrant and note conversions, shares		539,736
Shares issued in connection with warrant and note conversions, amount	2,949,774	$ 54	2,949,720
Shares issued in connection with the combination merger exchange ratio, shares		3,672,293
Shares issued in connection with the combination merger exchange ratio, amount	0	$ 367	(367)
Shares issued for deferred underwriter fee, shares		350,000
Shares issued for deferred underwriter fee, amount	3,500,000	$ 35	3,499,965
Shares issued in connection with combination merger to public spac shareholders, shares		94,261
Shares issued in connection with combination merger to public spac shareholders, amount	984,227	$ 9	984,217
Change in par value of underlying shares	0	$ (68,191)	68,191
Balance, shares at Dec. 31, 2023		14,270,761
Balance, amount at Dec. 31, 2023	$ 9,620,190	$ 1,427	$ 8,226,273	$ 1,392,490

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Cash flows from Operating Activities:
Net Income (Loss)	$ (2,067,222)	$ 1,199,503
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Amortization of debt discount	30,770	750,451
Amortization expense of right of use assets	(1,223)	122
Amortization of intangibles	75,227	28,658
Shares issued for services	5,000	63,750
Impairment loss on intangible asset	0	2,000,000
Fair Value Adjustment of Public Warrants	47,402	(2,926,119)
Fair Value Adjustment of Private Warrants	15,604	(2,161,509)
Changes in operating assets and liabilities:
Accounts receivable - related party	0	675,000
Accounts receivable	1,218	(71,540)
Prepaid Insurance	100,049	2,485
Interest receivable	(257,464)	(147,084)
Fee income receivable	(176,402)	(376)
Accounts payable - related party	21,418	0
Accounts payable	(60,860)	417,753
Accrued expenses	352,950	433,920
Net cash provided (used) in operating activities	(1,913,533)	265,014
Investing Activities
Withdrawal (Investment) of cash in Trust Account	7,613,762	98,502,261
Investments in Corporations and LLCs	3,096	(365,604)
Convertible Notes Receivable	(800,000)	(350,000)
Notes Receivable	0	(250,000)
Intangible Assets	45,000	(679,995)
Net cash provided in investing activities	6,861,858	96,856,662
Financing Activities
(Return of Investment Proceeds) Proceeds from sale of Units, net underwriting fees paid	(7,497,311)	(98,614,709)
Shares issued in connection with the combination merger	984,227	0
Notes Payable	228,000	42,000
Proceeds from issuance of convertible notes	259,617	1,435,377
Convertible Note Conversion	762,262	409,669
Net cash used in financing activities	(5,263,205)	(96,727,663)
Net Change in Cash	(314,881)	394,013
Cash - Beginning of Year	687,166	293,153
Cash - Ending of Year	372,286	687,166
Supplemental Information
Discount on Convertible Notes	30,770	750,451
Notes Receivable	(100,000)	0
Intangible Assets	100,000	0
Acquisition of right of use assets for lease obligations	$ 0	$ 186,636
Issuance of common shares for purchase of membership interest	0	9,498,705
Issuance of common shares for conversion of debt	0	630

NATURE OF OPERATIONS

12 Months Ended

Dec. 31, 2023

NATURE OF OPERATIONS

Nature Of Operations

NOTE 1: NATURE OF OPERATIONS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary Of Significant Accounting Policies

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

Coking Coal Financing LLC was acquired in April 2022 for the purpose of holding energy contracts.

RMC Environmental Services LLC was formed in August 2022 to conduct environmental consulting and services.

Emerging growth company

Use of Estimates

Net income per share

Risk and Uncertainties

Related Party Policies

Cash Equivalents and Concentration of Cash Balance

Restricted Cash

RMC has $176,800 in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC.

	December 31,		December 31,
	2023		2022
Cash	$	94,654	$	510,366
Restricted Cash		176,800		176,800
Total cash and restricted cash presented in the statement of cash flows	$	271,454	$	687,166

Allowance for Credit Losses

We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only.

Allowance for credit losses as of December 31, 2023 and 2022 amounted to $0 for both periods.

Beneficial Conversion Features of Convertible Securities

All convertible notes outstanding were converted at the date of business combination. Principal and accrued interest were converted into common shares at $6.50 per share.

Loan Issuance Costs and Convertible Note Discounts

Revenue Recognition

Leases

Fair Value of Financial Instruments

Derivative financial instruments

Warrant Liability

Income Taxes

The provision for income taxes was deemed to be de minimis for the year ending December 31, 2023.

Recently issued accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

INVESTMENTS IN CORPORATIONS AND LLCS

12 Months Ended

Dec. 31, 2023

INVESTMENTS IN CORPORATIONS AND LLCS

INVESTMENTS IN CORPORATIONS AND LLCS

NOTE 3 – INVESTMENTS IN CORPORATIONS AND LLCS

Investments in corporations and limited liability companies as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022

FUB Mineral LLC	$	614,147	$	617,243
MaxPro Investment Holdings		9,498,705		9,498,705
Total Investments in corporations and llcs	$	10,112,852	$	10,115,948

FUB Mineral LLC

MaxPro Investment Holdings

CONVERTIBLE NOTES RECEIVABLE

12 Months Ended

Dec. 31, 2023

CONVERTIBLE NOTES RECEIVABLE

CONVERTIBLE NOTES RECEIVABLE

NOTE 4 – CONVERTIBLE NOTES RECEIVABLE

Convertible notes receivable as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022

Heart Water Inc.	$	750,000	$	100,000
Advanced Magnetic Lab, Inc.		400,000		250,000
Total convertible notes receivable	$	1,150,000	$	350,000

Heart Water Inc.

Advanced Magnetic Lab, Inc.

NOTES RECEIVABLE

12 Months Ended

Dec. 31, 2023

NOTES RECEIVABLE

NOTES RECEIVABLE

NOTE 5 – NOTES RECEIVABLE

Notes receivable as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023		December 31, 2022

Ferrox Holdings Ltd	$	250,000	$	250,000
Texas Tech University Note		100,000		0
Total notes receivable	$	350,000	$	250,000

Ferrox Holdings Ltd.

Texas Tech University

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS

INTANGIBLE ASSETS

NOTE 6 – INTANGIBLE ASSETS

Intangible assets as of December 31, 2023 and 2022 consisted of the following:

	December 31, 2023			December 31, 2022

Mining Permit Package	$	68,739		$	68,739
MC Mining		149,150			149,150
Carnegie ORR		117,623			117,623
Energy Technologies Inc		52,700			52,700
Coking Coal Financing LLC		8,978			53,978
RMC Environmental Services LLC		225,000			225,000
Texas Tech University		0			100,000
Pollinate		1,954			1,954
Less: Accumulated Amortization		(103,885	)		(28,658	)
Total Intangible Assets	$	520,259		$	740,487

Amortization expense - Intangible Assets totaled $103,885 and $28,658 as of December 31, 2023 and 2022, respectively.

As of December 31, 2023, future amortization expense are as follows:

2024			75,227
2025			75,227
2026			75,227
2027			57,592
2028 and thereafter			226,054
			509,328

Land Betterment Exchange (LBX)

Mining Permit Package

MC Mining

Carnegie ORR

Energy Technologies Inc

Coking Coal Financing LLC

RMC Environmental Services LLC

Pollinate

RIGHT OF USE ASSETS

12 Months Ended

Dec. 31, 2023

RIGHT OF USE ASSETS

RIGHT OF USE ASSETS

NOTE 7 – RIGHT OF USE ASSETS

The Company’s discounted lease payment rate is 10%, which is the Company’s borrowing rate.

We lease land from an affiliated entity, LRR, located in Pike County, Kentucky. We pay $2,000 a month in rent with an initial lease term of 21 years.

At December 31, 2023 and 2022, right of use assets and liabilities were comprised of the following:

	December 31, 2023		December 31, 2022
Assets:
ROU asset	$	453,686	$	181,006

Liabilities
Current:
Operating lease assets	$	33,923		11,876
Non-current
Operating lease assets		418,662	$	169,252

As of December 31, 2023, remaining maturities of lease liabilities were as follows:

2024			32,923
2025			37,475
2026			41,398
2027			43,734
2028 and thereafter			296,055
			452,585

ROUND A CONVERTIBLE DEBT

12 Months Ended

Dec. 31, 2023

ROUND A CONVERTIBLE DEBT

ROUND A CONVERTIBLE DEBT

NOTE 8 – ROUND A CONVERTIBLE DEBT

As of December 31, 2023 and 2022, the amount outstanding under the Round A Convertible Debt amounted to:

	December 31, 2023		December 31, 2022

Gross principal value of convertible notes – related party	$	0	$	370,000
Gross principal value of convertible notes – non-related party		0		1,959,150
Unamortized loan discounts		0		(141,638	)
Total convertible notes payable, Net	$	0	$	2,187,512

NOTE PAYABLE - RELATED PARTY

12 Months Ended

Dec. 31, 2023

NOTE PAYABLE - RELATED PARTY

NOTE PAYABLE - RELATED PARTY

NOTE 9 –NOTE PAYABLE - RELATED PARTY

As of December 31, 2023 and 2022, the amount outstanding of non-convertible Note Payable to related parties amounted to:

	December 31, 2023			December 31, 2022

Gross principal value of note payable – related party	$	1,681,755		$	1,681,755
Unamortized loan discounts		(0	)		(259,617	)
Total notes payable – related party, Net	$	1,681,755		$	1,422,138

NOTES PAYABLE

12 Months Ended

Dec. 31, 2023

NOTES PAYABLE

NOTE PAYABLE

NOTE 10 –NOTES PAYABLE

As of December 31, 2023 and 2022, the amount outstanding of non-convertible note payable amounted to:

	December 31, 2023		December 31, 2022

MC Mining Note Payable	$	20,000	$	42,000
Gross principal value of non-convertible notes payable		250,000
Total notes payable – related party, Net	$	270,000	$	42,000

MC Mining

SHAREHOLDERS EQUITY

12 Months Ended

Dec. 31, 2023

SHAREHOLDERS EQUITY

Shareholder's Equity

NOTE 11: SHAREHOLDERS’ EQUITY

Representative Shares

Founder Shares

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

Related Party Transactions

NOTE 12: RELATED PARTY TRANSACTIONS

Land Resources & Royalties LLC / Wabash Enterprises LLC

Land Betterment Corporation

American Resources Corporation

Westside Advisors LLC

T Squared Partners LP

White River Holdings LLC

First Frontier Capital LLC

Related Party Loans

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. As of December 31, 2022 and October 31, 2023, the effective date of the business combination and termination of the services agreement, $120,000 and $220,000, respectively is accrued and owed under this agreement.

Promissory Note — Related Party

INCOME TAXES

12 Months Ended

Dec. 31, 2023

INCOME TAXES

INCOME TAXES

NOTE 13: INCOME TAXES

WARRANTS

12 Months Ended

Dec. 31, 2023

WARRANTS

Warrants

NOTE 14: WARRANTS

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

●

The Company uses the black Scholes option pricing model to value its warrants and options. The significant inputs are as follows:

	2023			2022
Expected Dividend Yield		0.00	%		0.0	%
Expected volatility		1.55	%		1.55	%
Risk-Free Rate		4.27	%		4.27	%
Expected life of warrants		1.72			2.72

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Public Warrants	Warrants		Exercise Price		Life in Years		Value

Exercisable (vested) - December 31, 2021		-	$	-			$	-

Granted		-	$	-			$	-
Forfeited or Expired		-
Exercised		-
Outstanding December 31, 2022		4,777,364	$	1		3.3	$	2,770,871
Exercisable (vested) - December 31, 2022		4,777,364	$	1		3.3	$	2,770,871

Granted		-	$	-			$	-
Forfeited or Expired		-	$	-			$	-
Exercised		-	$	-			$	-
Outstanding December 31, 2023		4,777,364	$	0		2.3	$	100,325
Exercisable (vested) - December 31, 2023		4,777,364	$	0		2.3	$	100,325

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Private Warrants	Warrants		Exercise Price		Life in Years		Value

Exercisable (vested) - December 31, 2021		-	$	-			$	-

Granted		-	$	-			$	-
Forfeited or Expired		-	$	-			$	-
Exercised		-	$	-			$	-
Outstanding December 31, 2022		3,901,201	$	0.58		3.3	$	2,262,696.58
Exercisable (vested) - December 31, 2022		3,901,201	$	0.58		3.3	$	2,262,696.58

Granted		-	$	-			$	-
Forfeited or Expired		-	$	-			$	-
Exercised		-	$	-			$	-
Outstanding December 31, 2023		3,901,201	$	0.03		2.3	$	101,431.23
Exercisable (vested) - December 31, 2023		3,901,201	$	0.03		2.3	$	101,431.23

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

Fair Value Measurements

NOTE 15: FAIR VALUE MEASUREMENTS

Level 1:

Level 2:

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

Description	Level		December 31, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account		1	$	0	$	7,613,762

Liabilities:
Warrant Liability – Public Warrants		3		157,584		110,182
Warrant Liability – Private Warrants		3		117,036		101,432

Commitments and Contingencies:
Class A Common Stock				0		7,497,311

The following tables present the changes in the fair value of warrant liabilities:

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2022	$	2,262,941		$	3,036,301		$	5,299,242
Change in valuation inputs or other assumptions		(2,161,510	)		(2,926,119	)		(5,087,629	)
Fair value as of December 31, 2022		101,431			110,182			211,613

	Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2023	$	101,431	$	110,182	$	211,613
Change in valuation inputs or other assumptions		15,604		47,402		63,006
Fair value as of December 31, 2023		117,036		157,584		274,620

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

Commitments And Contingencies Disclosure Abstract

Commitments And Contingencies

NOTE 16: COMMITMENTS AND CONTINGENCIES

Right of First Refusal

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

Subsequent Events

NOTE 17: SUBSEQUENT EVENTS

On January 29, 2024, 100,000 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On March 1, 2024, 133,334 shares of common stock were issued to KBB Asset Management LLC pursuant to a note conversion.

On March 19, 2024, the Company issued-a non-convertible promissory note to Westside Advisors in the amount of $42,000. The note is due two years from the date of issuance on March 19, 2026.

On March 20, 2024, the Company invested an additional $15,000 into Advanced Magnetic Lab, Inc. under the existing convertible promissory note purchase agreement with that company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

Coking Coal Financing LLC was acquired in April 2022 for the purpose of holding energy contracts.

RMC Environmental Services LLC was formed in August 2022 to conduct environmental consulting and services.

Emerging growth company

Use of Estimates

Net income per share

Risk and Uncertainties

Related Party Policies

Cash Equivalents and Concentration of Cash Balance

Restricted Cash

RMC has $176,800 in restricted cash that is at deposit with the Kentucky State Treasurer that serves as a performance bond required for a mining permit held by McCoy Elkhorn Coal LLC.

	December 31,		December 31,
	2023		2022
Cash	$	94,654	$	510,366
Restricted Cash		176,800		176,800
Total cash and restricted cash presented in the statement of cash flows	$	271,454	$	687,166

Allowance for Credit Losses

We adopted the standard effective January 1, 2023. The impact of the adoption was not considered material to the financial statements and primarily resulted in new/enhanced disclosures only.

Allowance for credit losses as of December 31, 2023 and 2022 amounted to $0 for both periods.

Beneficial Conversion Features of Convertible Securities

All convertible notes outstanding were converted at the date of business combination. Principal and accrued interest were converted into common shares at $6.50 per share.

Loan Issuance Costs and Convertible Note Discounts

Revenue Recognition

Leases

Fair Value of Financial Instruments

Derivative financial instruments

Warrant Liability

Income Taxes

The provision for income taxes was deemed to be de minimis for the year ending December 31, 2023.

Recently issued accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of restricted cash

	December 31,		December 31,
	2023		2022
Cash	$	94,654	$	510,366
Restricted Cash		176,800		176,800
Total cash and restricted cash presented in the statement of cash flows	$	271,454	$	687,166

INVESTMENTS IN CORPORATIONS AND LLCS (Tables)

12 Months Ended

Dec. 31, 2023

INVESTMENTS IN CORPORATIONS AND LLCS

Schedule of investment in corporations and limited liability companies

	December 31, 2023		December 31, 2022

FUB Mineral LLC	$	614,147	$	617,243
MaxPro Investment Holdings		9,498,705		9,498,705
Total Investments in corporations and llcs	$	10,112,852	$	10,115,948

CONVERTIBLE NOTES RECEIVABLE (Tables)

12 Months Ended

Dec. 31, 2023

CONVERTIBLE NOTES RECEIVABLE

Schedule of convertible notes receivable

	December 31, 2023		December 31, 2022

Heart Water Inc.	$	750,000	$	100,000
Advanced Magnetic Lab, Inc.		400,000		250,000
Total convertible notes receivable	$	1,150,000	$	350,000

NOTES RECEIVABLE (Tables)

12 Months Ended

Dec. 31, 2023

NOTES RECEIVABLE

Schedule of notes receivable

	December 31, 2023		December 31, 2022

Ferrox Holdings Ltd	$	250,000	$	250,000
Texas Tech University Note		100,000		0
Total notes receivable	$	350,000	$	250,000

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS

Schedule of intangible assets

	December 31, 2023			December 31, 2022

Mining Permit Package	$	68,739		$	68,739
MC Mining		149,150			149,150
Carnegie ORR		117,623			117,623
Energy Technologies Inc		52,700			52,700
Coking Coal Financing LLC		8,978			53,978
RMC Environmental Services LLC		225,000			225,000
Texas Tech University		0			100,000
Pollinate		1,954			1,954
Less: Accumulated Amortization		(103,885	)		(28,658	)
Total Intangible Assets	$	520,259		$	740,487

Schedule of future amortization expense

2024			75,227
2025			75,227
2026			75,227
2027			57,592
2028 and thereafter			226,054
			509,328

RIGHT OF USE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

RIGHT OF USE ASSETS

Schedule of right of use assets and liabilities

	December 31, 2023		December 31, 2022
Assets:
ROU asset	$	453,686	$	181,006

Liabilities
Current:
Operating lease assets	$	33,923		11,876
Non-current
Operating lease assets		418,662	$	169,252

Schedule of remaining maturities of lease liabilities

2024			32,923
2025			37,475
2026			41,398
2027			43,734
2028 and thereafter			296,055
			452,585

ROUND A CONVERTIBLE DEBT (Tables)

12 Months Ended

Dec. 31, 2023

ROUND A CONVERTIBLE DEBT

Schedule of amount outstanding under the Round A Convertible Debt

	December 31, 2023		December 31, 2022

Gross principal value of convertible notes – related party	$	0	$	370,000
Gross principal value of convertible notes – non-related party		0		1,959,150
Unamortized loan discounts		0		(141,638	)
Total convertible notes payable, Net	$	0	$	2,187,512

NOTE PAYABLE - RELATED PARTY (Tables)

12 Months Ended

Dec. 31, 2023

NOTE PAYABLE - RELATED PARTY

Schedule of amount outstanding of non-convertible Note Payable to related parties

	December 31, 2023			December 31, 2022

Gross principal value of note payable – related party	$	1,681,755		$	1,681,755
Unamortized loan discounts		(0	)		(259,617	)
Total notes payable – related party, Net	$	1,681,755		$	1,422,138

NOTES PAYABLE (Tables)

12 Months Ended

Dec. 31, 2023

NOTES PAYABLE

Schedule of amount outstanding of non-convertible note payable

	December 31, 2023		December 31, 2022

MC Mining Note Payable	$	20,000	$	42,000
Gross principal value of non-convertible notes payable		250,000
Total notes payable – related party, Net	$	270,000	$	42,000

WARRANTS (Tables)

12 Months Ended

Dec. 31, 2023

WARRANTS

Schedule of black Scholes option pricing model

	2023			2022
Expected Dividend Yield		0.00	%		0.0	%
Expected volatility		1.55	%		1.55	%
Risk-Free Rate		4.27	%		4.27	%
Expected life of warrants		1.72			2.72

Schedule of Public Warrants and Private Warrants

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Public Warrants	Warrants		Exercise Price		Life in Years		Value

Exercisable (vested) - December 31, 2021		-	$	-			$	-

Granted		-	$	-			$	-
Forfeited or Expired		-
Exercised		-
Outstanding December 31, 2022		4,777,364	$	1		3.3	$	2,770,871
Exercisable (vested) - December 31, 2022		4,777,364	$	1		3.3	$	2,770,871

Granted		-	$	-			$	-
Forfeited or Expired		-	$	-			$	-
Exercised		-	$	-			$	-
Outstanding December 31, 2023		4,777,364	$	0		2.3	$	100,325
Exercisable (vested) - December 31, 2023		4,777,364	$	0		2.3	$	100,325

					Weighted
			Weighted		Average		Aggregate
	Number of		Average		Contractual		Intrinsic
Private Warrants	Warrants		Exercise Price		Life in Years		Value

Exercisable (vested) - December 31, 2021		-	$	-			$	-

Granted		-	$	-			$	-
Forfeited or Expired		-	$	-			$	-
Exercised		-	$	-			$	-
Outstanding December 31, 2022		3,901,201	$	0.58		3.3	$	2,262,696.58
Exercisable (vested) - December 31, 2022		3,901,201	$	0.58		3.3	$	2,262,696.58

Granted		-	$	-			$	-
Forfeited or Expired		-	$	-			$	-
Exercised		-	$	-			$	-
Outstanding December 31, 2023		3,901,201	$	0.03		2.3	$	101,431.23
Exercisable (vested) - December 31, 2023		3,901,201	$	0.03		2.3	$	101,431.23

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENTS

Schedule of fair value assets and liabilities measured on recurring basis

Description	Level		December 31, 2023		December 31, 2022
Assets:
Marketable securities held in Trust Account		1	$	0	$	7,613,762

Liabilities:
Warrant Liability – Public Warrants		3		157,584		110,182
Warrant Liability – Private Warrants		3		117,036		101,432

Commitments and Contingencies:
Class A Common Stock				0		7,497,311

Schedule of changes in the fair value of warrant liabilities

	Private Placement			Public			Warrant Liabilities
Fair value as of January 1, 2022	$	2,262,941		$	3,036,301		$	5,299,242
Change in valuation inputs or other assumptions		(2,161,510	)		(2,926,119	)		(5,087,629	)
Fair value as of December 31, 2022		101,431			110,182			211,613

	Private Placement		Public		Warrant Liabilities
Fair value as of January 1, 2023	$	101,431	$	110,182	$	211,613
Change in valuation inputs or other assumptions		15,604		47,402		63,006
Fair value as of December 31, 2023		117,036		157,584		274,620

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash	$ 94,654	$ 510,366
Restricted Cash	176,800	176,800
Total cash and restricted cash presented in the statement of cash flows	$ 271,454	$ 687,166

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Restricted Cash	$ 176,800	$ 176,800
Federal insured limit	250,000
Allowance for credit losses	$ 0	$ 0
Principal and accrued interest converted into common shares, price	$ 6.50
Amortization expense	$ 351,460
Convertible debt interest	709,388
Right to use liabilities	452,585
Operating leases	$ 453,686
Description for lease term	initial terms of 5 to 21 years
Income Tax Descriptions	tax positions where there is a greater than 50% likelihood that a tax benefit will be sustained, the Company’s policy is to record the largest amount of tax benefit that is more likely than not to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is less than 50% likelihood that a tax benefit will be sustained, no tax benefit will be recognized in the financial statements

INVESTMENTS IN CORPORATIONS AND LLCS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Feb. 01, 2022	Oct. 01, 2021
Investments in corporations	$ 10,112,852	$ 10,115,948
FUB Mineral LLC [Member]
Investments in corporations	614,147	617,243	$ 200,000	$ 250,000
MaxPro Investment Holdings [Member]
Investments in corporations	$ 9,498,705	$ 9,498,705

INVESTMENTS IN CORPORATIONS AND LLCS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 23, 2022	Dec. 31, 2023	Dec. 31, 2022	Feb. 01, 2022	Oct. 01, 2021
Class A Common Stock issued		14,270,761	729,817
Investments		$ 10,112,852	$ 10,115,948
FUB Mineral LLC [Member]
Investments		614,147	617,243	$ 200,000	$ 250,000
Passthrough activity		0	165,604
Ownership interest				41.75%	38.45%
MaxPro Investment Holdings [Member]
Class A Common Stock issued	95,000,000
Consideration paid in common shares	627,806
Investments		$ 9,498,705	$ 9,498,705

CONVERTIBLE NOTES RECEIVABLE (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Convertible Notes Receivable	$ 1,150,000	$ 350,000
Heart Water Inc. [Member]
Convertible Notes Receivable	750,000	100,000
Advanced Magnetic Lab, Inc. [Member]
Convertible Notes Receivable	$ 400,000	$ 250,000

CONVERTIBLE NOTES RECEIVABLE (Details Narrative) - USD ($)		1 Months Ended
	Dec. 02, 2022	Dec. 21, 2022
Heart Water Inc. [Member]
Annual interest rate for promissory note	8.00%
Advance payment by owner	$ 100,000	$ 50,000
Advanced Magnetic Lab, Inc. [Member]
Advance payment by owner		$ 250,000
Converted into Common stock		166,667
Muturity date		24 months
Description of Royalty agreement		the Company will receive between 0.5% and 1.5% of the sales revenue received from sales of product(s) developed under a Technology Development and Services Agreement

NOTES RECEIVABLE (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Notes Receivable	$ 350,000	$ 250,000
Ferrox Holdings Ltd. [Member]
Notes Receivable	250,000	250,000
Texas Tech University Note [Member]
Notes Receivable	$ 100,000	$ 0

NOTES RECEIVABLE (Details Narrative) - USD ($)	12 Months Ended
NOTES RECEIVABLE (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Oct. 02, 2021
Interest rate	10.00%
Convertible debt		$ 318,244	$ 250,000
Debt convertible into common stock, price	$ 6.50
Ferrox Holdings Ltd. [Member]
Interest rate	7.00%
Convertible debt	$ 250,000
Debt convertible into common stock, price	$ 0.15
Common shares	833,335
Texas Tech University [Member]
Outstanding paid	$ 100,000
Outstanding debt	$ 184,662

INTANGIBLE ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Less: Accumulated Amortization	$ (103,885)	$ (28,658)
Total intangible assets	520,259	740,487
RMC Environmental Services LLC
Intangible assets	225,000	225,000
Mining Permit Package [Member]
Intangible assets	68,739	68,739
MC Mining [Member]
Intangible assets	149,150	149,150
Carnegie ORR [Member]
Intangible assets	117,623	117,623
Energy Technologies Inc [Member]
Intangible assets	52,700	52,700
Coking Coal Financing LLC [Member]
Intangible assets	8,978	53,978
Texas Tech University [Member]
Intangible assets	0	100,000
Pollinate [Member]
Intangible assets	$ 1,954	$ 1,954

INTANGIBLE ASSETS (Details 1)	Dec. 31, 2023 USD ($)
Future amortization expense
2024	$ 75,227
2025	75,227
2026	75,227
2027	57,592
2028 and thereafter	226,054
Total	$ 509,328

INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
INTANGIBLE ASSETS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Oct. 02, 2021
Amortization expense	$ 103,885	$ 28,658
Convertible Debt		318,244		$ 250,000
RMC Environmental Services LLC
Intangible assets	$ 225,000	225,000
Amortization contract period	5 years
Mining Permit Package [Member]
Intangible assets	$ 68,739	68,739
Amortization contract period	10 years
Coal mining permits agreement description	the Company entered into an agreement with a Kentucky licensed engineer to create three coal mining permits for the total payment of $75,000, payable in equal weekly installments over the course of 36 weeks. The permits will be held in the name of American Resources Corporation, or its subsidiaries, and the Company will receive an overriding royalty in the amount of the greater of $0.10 per ton or 0.20% of the gross sales price of the coal sold from the permit
MC Mining [Member]
Intangible assets	$ 149,150	149,150
Amortization contract period	30 years
Rental income per month	$ 2,500
Total monthly rental income paid in full	80.00%
Cash to be paid	$ 60,000
Shares issued	89,150
Carnegie ORR [Member]
Intangible assets	$ 117,623	117,623
Amortization contract period	15 years
Energy Technologies Inc [Member]
Intangible assets	$ 52,700	52,700
Amortization contract period	5 years
Coking Coal Financing LLC [Member]
Fee for contract payable per month	$ 5,000
Intangible assets	8,978	53,978
Shares issued	236,974
Pollinate [Member]
Intangible assets	$ 1,954	$ 1,954
Honey royalty agreement description	the Company entered into a Honey Royalty Agreement whereby the Company will purchase apiaries for the use of Land Betterment Corporation and the Company will be paid $1.00 per pound of salable honey sold or used by Land Betterment from the purchased apiaries
Land Betterment Exchange [Member]
Warrant A-2 issued	76,924
Purchase price per token			$ 8
Fair value assigned	$ 0
Convertible Debt	2,000,000
Proceeds from issuance of convertible notes	$ 2,000,000

RIGHT OF USE ASSETS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
RIGHT OF USE ASSETS
ROU asset	$ 453,686	$ 181,006
Liabilities
Operating lease assets current	33,923	11,876
Operating lease assets non-current	$ 418,662	$ 169,252

RIGHT OF USE ASSETS (Details 1)	Dec. 31, 2023 USD ($)
RIGHT OF USE ASSETS
2024	$ 32,923
2025	37,475
2026	41,398
2027	43,734
2028 and thereafter	296,055
Total lease liabilities	$ 452,585

RIGHT OF USE ASSETS (Details Narrative)	12 Months Ended
RIGHT OF USE ASSETS (Details Narrative)	Dec. 31, 2023 USD ($)
Discounted lease payment rate	10.00%
Hamilton County, Indiana
Monthly rent	$ 2,000
Lease term	5
gross revenues	20.00%
1845 South KY Highway 15 South, Hazard, KY 41701
Monthly rent	$ 250
Lease term	10
Pike Country, Kentucky
Monthly rent	$ 2,000
Lease term	21
American Resources Corporation, located at 12115 Visionary Way, Ste 174
Monthly rent	$ 2,143
Lease term	10

ROUND A CONVERTIBLE DEBT (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
ROUND A CONVERTIBLE DEBT
Gross principal value of convertible notes - related party	$ 0	$ 370,000
Gross principal value of convertible notes - non-related party	0	1,959,150
Unamortized loan discounts	0	(141,638)
Total convertible notes payable, Net	$ 0	$ 2,187,512

ROUND A CONVERTIBLE DEBT (Details Narrative)	12 Months Ended
ROUND A CONVERTIBLE DEBT (Details Narrative)	Dec. 31, 2023 USD ($) $ / shares
ROUND A CONVERTIBLE DEBT
Interest rate	10.00%
Conversion price \| $ / shares	$ 6.50
Accrued interest \| $	$ 0

NOTE PAYABLE RELATED PARTY (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
NOTE PAYABLE - RELATED PARTY
Gross principal value of note payable - related party	$ 1,681,755	$ 1,681,755
Unamortized loan discounts	0	(259,617)
Total notes payable - related party, Net	$ 1,681,755	$ 1,422,138

NOTE PAYABLE RELATED PARTY (Details Narrative)	12 Months Ended
NOTE PAYABLE RELATED PARTY (Details Narrative)	Dec. 31, 2023 USD ($)
NOTE PAYABLE - RELATED PARTY
Interest rate	10.00%
Accrued interest	$ 310,507
Description of due date of issuance	The related party note is due two years from the date of issuance and is due in October 2023

NOTES PAYABLE (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Note Payable	$ 270,000	$ 42,000
Gross principal value of non-convertible notes payable	250,000
MC Mining [Member]
Note Payable	$ 20,000	$ 42,000

NOTES PAYABLE (Details Narrative) - USD ($)	12 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Note Payable	$ 270,000	$ 42,000
MC Mining [Member]
Note Payable	20,000	$ 42,000
Rental income per months	2,500
Consideration paid	149,150
Consideration amount payment cash	60,000
Issuances of common share amount	$ 89,150

SHAREHOLDERS EQUITY (Details Narrative) - USD ($)	1 Months Ended		12 Months Ended
SHAREHOLDERS EQUITY (Details Narrative) - USD ($)	Mar. 22, 2021	Jan. 22, 2021	Dec. 31, 2023	Dec. 31, 2022
Common Stock, Shares Authorized			100,000,000	100,000,000
Class A Common Stock, Par Value			$ 0.0001	$ 0.01
Common Stock, Shares issued			14,270,761	729,817
Common Stock, Shares outstanding			14,270,761	729,817
Class B Common Stock [Member]
Common Stock, Shares Authorized			10,000,000	10,000,000
Class A Common Stock, Par Value	$ 0.0001		$ 0.0001	$ 0.0001
Common Stock, Shares issued			0	2,975,000
Common Stock, Shares outstanding			0	2,975,000
Shares transfer	5,000
Common stock shares hold	2,860,000
Shares, subject to forfeiture				375,000
Representative shares, issued	100,000
Fair value of representative shares	$ 1,000
Founder shares, issued		2,875,000
Aggregate purchase price		$ 25,000
Common stock, subject to forfeiture		375,000
Ownership percentage		20.00%	20.00%	20.00%
Class A Common Stock [Member]
Common Stock, Shares Authorized			100,000,000	100,000,000
Class A Common Stock, Par Value			$ 0.0001	$ 0.0001
Description of common stock shares	Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property
Common Stock, Shares issued			14,270,761	729,817
Common Stock, Shares outstanding			14,270,761	729,817
Preferred Stock [Member]
Preferred stock, shares authorized			10,000,000	1,000,000
Preferred stock par value			$ 0.0001	$ 0.0001

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Feb. 01, 2022	Oct. 31, 2021	Oct. 02, 2021	Mar. 22, 2021
Administrative Services Arrangement Paid Amount		$ 220,000	$ 120,000
Administrative Services Expenses		10,000
Related Party Loans			1,500,000
Convertible Note			$ 318,244			$ 250,000
Principal amount converted into common shares, price			$ 6.50
Consulting fee	$ 6,250
Warrant Convertible Price Per Share			$ 1
Advance From Related Party Loans			$ 760,000
Related Party, Amount Outstanding			0				$ 0
Sponsor [Member]
Related Party Loans							$ 800,000
Advance From Related Party Loans			485,900
Related Party, Amount Outstanding		239,825	291,243
Service Expenses		$ 10,000
Westside Advisors LLC [Member] \| Royalty Management Corporation [Member]
Convertible Note					$ 2,000,000	250,000
Warrants issued					76,924
Related Party, Amount Outstanding			$ 1,681,756
T Squared Partners LP [Member] \| Royalty Management Corporation [Member]
Convertible Note	$ 50,000					$ 250,000
Warrants issued	1,924					9,616
White River Holdings LLC [Member] \| Royalty Management Corporation [Member]
Convertible Note				$ 10,000
Warrants issued				385
First Frontier Capital LLC [Member] \| Royalty Management Corporation [Member]
Convertible Note				$ 10,000
Warrants issued				385

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
INCOME TAXES
Interest rate	21.00%	34.00%
Deferred tax assets	$ 432,828	$ 144,733
Net operating loss	$ (589,442)	$ (156,614)
U.S. federal statutory rate	21.00%

WARRANTS (Details) - AMERICAN ACQUISITION OPPORTUNITY INC.	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Expected Dividend Yield	0.00%	0.00%
Expected volatility	1.55%	1.55%
Risk-Free Rate	4.27%	4.27%
Expected life of warrants	1 year 8 months 19 days	2 years 8 months 19 days

WARRANTS (Details 1) - Public Warrant [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Warrants Exercisable (vested) ,Beginning	4,777,364	0
Number of Warrants Granted	0	0
Number of Warrants Outstanding	4,777,364	4,777,364
Number of Warrants Exercisable (vested) ,Ending	4,777,364	4,777,364
Weighted Average Exercise Price Exercisable (vested) ,Beginning	$ 1	$ 0
Weighted Average Exercise Price Warrants Granted	0	0
Weighted Average Exercise Price Outstanding	0	1
Weighted Average Exercise Price Exercisable (vested) ,ending	$ 0	$ 1
Weighted average contractual life Outstanding, Beginning	3 years 3 months 18 days
Weighted average contractual life Outstanding	2 years 3 months 18 days	3 years 3 months 18 days
Weighted average contractual life Warrants Exercisable (vested)	2 years 3 months 18 days	3 years 3 months 18 days
Aggregate Intrinsic value Outstanding	$ 2,770,871
Aggregate Intrinsic value Granted	0	$ 0
Aggregate Intrinsic value Forfeited or Expired	0	0
Aggregate Intrinsic value Exercised	0	0
Aggregate Intrinsic value Exercisable (vested) Endining	100,325	2,770,871
Aggregate Intrinsic value Exercisable (Vested)	$ 100,325	$ 2,770,871

WARRANTS (Details 2) - USD ($)	12 Months Ended
WARRANTS (Details 2) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Number of Warrants Exercised	0	9,498,705
Private Warrant [Member]
Number of Warrants Exercisable (vested) ,Beginning	3,901,201
Number of Warrants Outstanding	3,901,201	3,901,201
Number of Warrants Exercisable (vested) ,Endining	3,901,201	3,901,201
Weighted Average Exercise Price Exercisable (vested) ,Beginning	$ 0.58	$ 0
Weighted Average Exercise Price Warrants Granted	0	0
Weighted Average Exercise Price Warrants, forfeited or expired	0	0
Weighted Average Exercise Price Warrants, Exercised	0	0
Weighted Average Exercise Price Outstanding	0.03	0.58
Weighted Average Exercise Price Exercisable (vested) ,ending	$ 0.03	$ 0.58
Weiighted average contractual life granted	3 years 3 months 18 days
Weighted average contractual life Outstanding	2 years 3 months 18 days	3 years 3 months 18 days
Weighted average contractual life Warrants Exercisable (vested)	2 years 3 months 18 days	3 years 3 months 18 days
Aggregate Intrinsic value Exercisable (Vested)	$ 2,262,696	$ 0
Aggregate Intrinsic value Forfeited or Expired	0	0
Aggregate Intrinsic value Exercised	101,431	2,262,696
Aggregate Intrinsic value Exercisable (vested) Endining	$ 101,431	$ 2,262,696

WARRANTS (Details Narrative) - $ / shares	12 Months Ended
WARRANTS (Details Narrative) - $ / shares	Dec. 31, 2023	Dec. 31, 2021	Dec. 31, 2022
Gross proceeds from issuances represent more than total equity proceeds	60.00%
Exercise price of the warrants equal to higher of the Market Value	115.00%
Price Per Warrant	$ 0.01		$ 0.01
Issuance price per share	9.20		$ 9.20
Redemption trigger price	$ 18.00	$ 18.00
Redemption trigger price equal to higher of the Market Value	180.00%
Class A Common Stock [Member]
Description of warrants	the reported last sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders
Redemption trigger price	$ 18.00
Issuance Price Per Share	$ 9.20

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Level 1 [Member]
Marketable Securities Held In Trust Account	$ 0	$ 7,613,762
Level 3 [Member] \| Public Warrant [Member]
Warrant Liability	157,584	110,182
Level 3 [Member] \| Private Warrant [Member]
Warrant Liability	117,036	101,432
Class A Common Stock [Member]
Warrant Liability	$ 0	$ 7,497,311

FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	12 Months Ended
FAIR VALUE MEASUREMENTS (Details 1) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Warrant Liabilities [Member]
Fair Value Of Warrant Liabilities, Beginning	$ 211,613	$ 5,299,242
Change In Valuation Inputs Or Other Assumptions	63,006	(5,087,629)
Fair Value Of Warrant Liabilities, Ending	274,620	211,613
Private Placement [Member]
Fair Value Of Warrant Liabilities, Beginning	101,431	2,262,941
Change In Valuation Inputs Or Other Assumptions	15,604	(2,161,510)
Fair Value Of Warrant Liabilities, Ending	117,036	101,431
Public [Member]
Fair Value Of Warrant Liabilities, Beginning	110,182	3,036,301
Change In Valuation Inputs Or Other Assumptions	47,402	(2,926,119)
Fair Value Of Warrant Liabilities, Ending	$ 157,584	$ 110,182

FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	12 Months Ended
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Mar. 19, 2021
Cash Held in Trust account	$ 0	$ 7,613,762
Public Warrant [Member]
Fair value per unit		$ 0.021	$ 0.94
Private Warrant [Member]
Fair value per unit		$ 0.026	$ 0.95
LBX Tokens [Member]
Convertible note	$ 2,000,000	$ 2,000,000
warrants	76,924	76,924
Tokens	$ 0	$ 0
purchase price	8
Cash Held in Trust account	$ 250,000

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			1 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Mar. 01, 2024	Feb. 01, 2024	Mar. 20, 2024	Mar. 19, 2024	Jan. 29, 2024	Mar. 22, 2024	Mar. 11, 2024	Dec. 31, 2023	Dec. 31, 2022
Restricted Cash								$ 176,800	$ 176,800
Subsequent Event [Member]
Restricted Cash						$ 5,000	$ 5,000
Subsequent Event [Member] \| KBB Asset Management LLC [Member]
Common stock share issued for note conversion	133,334				100,000
Subsequent Event [Member] \| T.R. Mining & Quarry Ltd Agreement[Member]
Description related to royalty on minerals		provide a loan to T.R. Mining of up to $100,000 in exchange for an overriding royalty on all minerals extracted from T.R. Mining’s exclusive prospecting license and any successor permit. $20,000 of that note has been advanced by the Company to T.R. Mining
Subsequent Event [Member] \| Westside Advisors [Member]
Non-convertible promissory note issue				$ 42,000
Validity of issued notes				Mar. 19, 2026
Subsequent Event [Member] \| Advanced Magnetic Lab, Inc [Member]
Additional amount of invested under purchase agreement			$ 15,000

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