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

Rhea-AI Filing Summary

The Form 8-K filed on 24 June 2025 by Royalty Management Holding Corporation ("the Company") discloses the final voting results from the combined 2024-2025 Annual Meeting. Out of 14,938,128 shares eligible to vote, roughly 11.3 million (≈75 % participation) were represented.

Proposal 1 – Election of Directors: All five incumbent directors—Julie K. Griffith, D. Joshua Hawes, Roy A. Smith, W. Benjamin Kincaid and Thomas Sauve—were re-elected with more than 99 % “for” votes and negligible opposition, securing terms through the 2027 Annual Meeting.

Proposal 2 – Re-domicile to Florida: Shareholders approved moving the Company’s legal domicile from Delaware to Florida with 11,178,392 for / 163,345 against (≈98.6 % support). The shift could lower state-level corporate taxes and streamline governance under Florida law.

Proposal 3 – Amended & Restated Charter and Bylaws: Received 11,283,357 for / 145,011 against (≈98.7 % support), aligning governing documents with the new jurisdiction and updating corporate provisions.

Proposal 4 – Auditor Appointment: CM3 Advisory was approved as independent registered public accounting firm for fiscal 2024-2025 by a wide margin (11,333,424 for; only 14,302 against).

No financial performance data, earnings guidance, or transactional announcements were included. The overwhelmingly favorable votes signal continued shareholder confidence and complete management control of board composition and strategic governance changes.

Positive

• Overwhelming shareholder support (≈98-99 % “for” votes) across all proposals demonstrates strong investor confidence in management and strategy.
• Approval to re-domicile to Florida could lower state corporate taxes and reduce administrative burden, potentially enhancing future cash flow.

Negative

• No financial metrics or strategic initiatives were disclosed, providing investors with limited insight into earnings outlook or growth plans.
• Approx. 25 % of shares did not vote, suggesting a segment of the shareholder base remains disengaged, though not necessarily opposed.

Insights

Corporate Governance Expert

TL;DR: Shareholders green-light Florida move and updated charter; routine board and auditor confirmations.

The decisive approval (≈98-99 % support) of the domicile shift and amended governance documents gives management a mandate to transition from Delaware to Florida. This can reduce franchise tax exposure and simplify statutes, but the real impact depends on execution; the filing provides no cost-benefit quantification. Director re-elections and auditor ratification are standard and indicate stability. Because no capital-raising, M&A, or financial metrics were disclosed, the event is governance-focused rather than economic. I view the overall impact as modestly positive but not materially value-changing.

Securities Analyst

TL;DR: Clean votes show confidence; financial outlook unchanged—neutral for valuation.

With three-quarters of outstanding shares voting and >98 % in favor of each proposal, investors appear content with current leadership and strategy. The Florida relocation may trim administrative costs, yet the filing lacks quantified savings or timeline, limiting immediate valuation effects. Auditor continuity with CM3 Advisory reduces reporting risk. Absent earnings data, guidance, or new initiatives, I classify the 8-K as routine housekeeping that neither strengthens nor weakens the investment thesis.

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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 24 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 5.07 Submission of Matters to a Vote of Security Holders

On June 24, 2025, Royalty Management Holding Corporation (the “Company”) held its Annual Meeting of Shareholders for the year 2025, which also included the shareholder meeting for the year 2024 (both, the “Annual Meeting”). At the Annual Meeting, shareholders were afforded the opportunity to discuss Company affairs with management, to elect the directors, and to vote on the other matters identified below. Summarized below are descriptions of the matters voted on at the Annual Meeting and the final results of such voting, out of a total of 14,938,128 shares eligible to vote at the Annual Meeting:

Proposal 1 – Election of Directors. The stockholders elected each of the five director nominees to serve as directors until the Company’s 2027 Annual Meeting of Stockholders, or until a successor is duly elected and qualified. Each nominee was a current director of the Company who was re-elected. The voting for the directors at the Annual Meeting was as follows:

Name	Votes For	Votes Against	Abstentions
Julie K. Griffith	11,329,184	17,565	0
D. Joshua Hawes	11,331,814	10,935	4,000
Roy A. Smith	11,329,184	10,935	6,630
W. Benjamin Kincaid	11,329,182	14,937	2,630
Thomas Sauve	11,322,246	11,839	21,664

Proposal 2 – Change of the Company’s domicile from the State of Delaware to the State of Florida. The result of the vote taken at the Annual Meeting was as follows:

Votes For	Votes Against	Abstentions
11,178,392	163,345	5,012

Proposal 3 – Approval of the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws. The result of the vote taken at the Annual Meeting was as follows:

Votes For	Votes Against	Abstentions
11,283,357	145,011	5,012

Proposal 4 –Selection of CM3 Advisory as the Company’s independent registered public accounting firm for the fiscal years ending December 31, 2025 and 2024. The result of the vote taken at the Annual Meeting was as follows:

Votes For	Votes Against	Abstentions
11,333,424	14,302	902

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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 24, 2025	By:	/s/ Thomas M. Sauve
		Thomas M. Sauve
		Chief Executive Officer

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FAQ

What was the main outcome of RMCOW's 2025 Annual Meeting?

Shareholders re-elected all five directors, approved moving the corporate domicile to Florida, adopted new charter/bylaws, and ratified CM3 Advisory as auditor.

How many votes supported the move of Royalty Management Holding Corporation to Florida?

11,178,392 votes were cast in favor versus 163,345 against and 5,012 abstentions.

Did any director face significant opposition in the election?

No. Each director received over 99 % of votes cast in favor; the highest against count was only 17,565.

Who will serve as RMCOW's independent auditor for fiscal 2024 and 2025?

Shareholders approved CM3 Advisory with 11,333,424 votes for, 14,302 against, and 902 abstentions.

Were any financial results or earnings guidance included in this 8-K filing?

No. The filing solely covered shareholder voting outcomes; it contained no financial performance data or outlook.