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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest event Reported): March 20, 2025
ROYALTY MANAGEMENT HOLDING CORPORATION |
(Exact name of registrant as specified in its charter) |
Florida |
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001-40233 |
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86-1599759 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
12115 Visionary Way, Suite 174, Fishers Indiana, 46038
(Address of principal executive offices)
(317) 855-9926
(Registrant’s telephone number, including area code)
________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See: General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 25, 2025, with an effective date of March 20, 2025, Royalty Management Holding Corporation (or the “Company”) completed the change of the Company’s state of incorporation from the State of Delaware to the State of Florida, as authorized by the Company’s Board of Directors in its August 27, 2024 quarterly board meeting.
Item 7.01 Regulation FD Disclosure.
On March 27, 2025, the Company issued a press release announcing the change of the Company’s domicile from Delaware the Florida, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.
This information is furnished pursuant to Item 7.01 “Regulation FD Disclosure,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached hereto and filed herewith.
Exhibit No. |
Description |
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104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Royalty Management Holding Corporation |
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Date: March 27, 2025 |
By: |
/s/ Thomas M. Sauve |
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Thomas M. Sauve |
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Chief Executive Officer |
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EXHIBIT 99.1
Royalty Management Holding Corporation Completes Change of Company Domicile to the State of Florida
Board-approved action initiated as part of a broader Company to minimize all unnecessary costs to maximize value for shareholders.
FISHERS, INDIANA / March 27, 2024 / Royalty Management Holding Corporation (Nasdaq: RMCO) (“Royalty Management” “RMCO”, or the “Company”), a forward leaning royalty company building shareholder value by acquiring and developing high value assets in a variety of resource-driven and emerging technology industries, is pleased to announce today that the Company has successfully changed its state of incorporate from Delaware to Florida. The re-domestication to Florda is part of an overall plan by the Company to continue efforts that maximize shareholder value and eliminate any unnecessary cost of the Company, a directive that the Company’s Board of Directors enacted in late 2024, whereby they determined that Florida offered similar state protections for the Company’s shareholders, stakeholders, officers, and directors at a fraction of the annual cost as what is charged by the State of Delaware..
Thomas Sauve, Chief Executive Officer of Royalty Management, commented “Similar to actions taking place by the federal government, we think it’s important to constantly evaluate how we can maximize profit and reduce any unnecessary costs to expand our Company’s profit to shareholders. Furthermore, this is a good step in the right direction, structurally, for our Company given our familiarity with Florida and Florida corporate law. With experience in this state, and with Company counsel and advisors already established in Florida, combined with the lower cost of doing business in Florida, we feel confident that this is a good move for the Company and its shareholders in the long term, with immediate cost savings for the Company, day one. We still maintain our offices in central Indiana, specifically Fishers, Indiana, and in eastern Kentucky, but we are proud to say that our state of incorporation is now Florida.”
About Royalty Management Holding Corporation
Royalty Management Holding Corporation (NASDAQ: RMCO) is a royalty company building shareholder value to benefit both its shareholders and communities by acquiring and developing high value assets in a variety of market environments. The model is to acquire and structure cashflow streams around assets that can support the communities by monetizing the current existing cash flow streams while identifying transitionary cash flow from the assets for the future.
For more information visit www.royaltymgmtcorp.com.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those that will be set forth in the “Risk Factors” section of the Company’s registration statement and proxy statement/prospectus to be filed with the SEC. Copies will be available on the SEC’s website, www.sec.gov. The information contained in this release is as of the date first set forth above. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Royalty Management Holding Corporation Contact:
Thomas Sauve
Chief Executive Officer
www.royaltymgmtcorp.com
(646) 245-2465
SOURCE: Royalty Management Holding Corporation
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