[8-K] Royalty Management Holding Corporation Warrant Reports Material Event

Rhea-AI Filing Summary

Royalty Management Holding (RMCOW) filed an 8-K (Item 3.01) stating that Nasdaq has confirmed the Company’s regained compliance with Listing Rule 5620, which requires an annual shareholders’ meeting. After filing its proxy on June 6 2025 and holding the meeting on June 24 2025, a Nasdaq letter dated June 25 declared the deficiency cured and the matter closed. A press release announcing the result is filed as Exhibit 99.1. No additional listing issues, financial metrics or operational changes were disclosed.

Positive

• Regained Nasdaq compliance, eliminating near-term delisting risk

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Delisting threat removed; governance back on track.

The closure of Nasdaq’s deficiency notice eliminates an overhang that could have jeopardized trading liquidity and shareholder value. Timely convening of the 2025 annual meeting signals functional governance processes and reduces reputational risk. While the event does not alter fundamentals, maintaining exchange listing preserves access to capital markets and institutional investors that rely on Nasdaq eligibility. Overall, the update removes a binary risk at virtually no cost, a clear net positive for equity holders.

Risk Analyst

TL;DR: Compliance restored; status quo maintained.

The filing neutralizes a near-term delisting scenario but adds no incremental growth catalyst. Previous non-compliance indicated internal procedural lapses; their rectification shows basic remediation rather than strategic improvement. Investors should monitor for any future breaches, as repeat infractions could erode confidence. Nevertheless, with the deficiency closed and no other outstanding issues cited, immediate listing risk is effectively zero.

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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): June 25, 2025

ROYALTY MANAGEMENT HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Florida		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))

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 June 25, 2025, Royalty Management Holding Corporation (or the “Company”) received a letter from the Nasdaq Stock Market indicating that regained compliance with Listing Rule 5620 that requires an annual meeting of shareholders. With the Company’s proxy filed on June 6, 2025, and its annual meeting of shareholders held on June 24, 2025, the Nasdaq Stock Market has determined that the Company has complied with this rule, and this matter is now closed.

On June 26, 2025, the Company released a press release notifying the public of its regained compliance with the Nasdaq Stock Market. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

(d) Exhibits

The following exhibits are attached hereto and filed herewith.

Exhibit No.		Description
99.1		Press Release Dated June 26, 2025
104		Cover Page Interactive Data File (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.

	Royalty Management Holding Corporation
Date: June 26, 2025	By	/s/  Thomas M. Sauve
		Thomas M. Sauve
		Chief Executive Officer

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FAQ

Why did RMCOW file an 8-K on June 26 2025?

The Company reported that Nasdaq confirmed it had regained compliance with Listing Rule 5620 after holding its required 2025 annual meeting.

What Nasdaq rule is involved in RMCOW’s compliance update?

Listing Rule 5620, which mandates that a listed company hold an annual meeting of shareholders each fiscal year.

When did RMCOW hold its 2025 annual shareholders’ meeting?

The annual meeting was conducted on June 24 2025.

How did RMCOW demonstrate compliance with Rule 5620?

It filed its proxy on June 6 2025 and subsequently held the annual meeting, after which Nasdaq issued a compliance letter dated June 25 2025.

Does the 8-K disclose any other listing deficiencies for RMCOW?

No. Nasdaq stated the matter is closed and no additional deficiencies were mentioned.