UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

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

ROYALTY MANAGEMENT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40233

86-1599759

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

12115 Visionary Way, Suite 174, Fishers Indiana, 46038

(Address of principal executive offices)

(317) 855-9926

(Registrant’s telephone number, including area code)

________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See: General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

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

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

On January 29, 2025, Royalty Management Holding Corporation (or the “Company”) disclosed that the Company had received a letter from Nasdaq Regulation (“Nasdaq”) indicating that the Company has not yet held an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end of December 31, 2023, as required by Nasdaq Listing Rule 5620(a). The Company was afforded an opportunity to provide Nasdaq with a proposal to cure the deficiency cited in their letter.

On January 27, 2025, the Company provided a written letter to Nasdaq that included a proposed plan to regain compliance under their listing rules. On February 12, 2025, Nasdaq provided the Company with written notification that its staff has determined to grant the Company an extension until June 30, 2025 to regain compliance with Listing Rule 5620(a) pursuant to the Company’s proposed plan by, among other conditions, holding an annual meeting of shareholders.

The Company fully anticipates complying with the requirements of the Nasdaq under this letter within the time period specified.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Royalty Management Holding Corporation

Date: February 13, 2025	By	/s/ Thomas M. Sauve
		Thomas M. Sauve
		Chief Executive Officer

Royalty Management Holding Corp 8-K