Cover
Cover | 9 Months Ended |
Sep. 30, 2023 | |
Cover [Abstract] | |
Entity Registrant Name | Royalty Management Holding Corporation |
Entity Central Index Key | 0001843656 |
Document Type | S-1/A |
Amendment Flag | true |
Entity Small Business | true |
Amendment Description | AMENDMENT NO. 1 |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | false |
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 | Suite 174 |
Entity Address City Or Town | Fishers |
Entity Address State Or Province | IN |
Entity Address Postal Zip Code | 46038 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Cash | $ 70,994 | $ 433,343 | $ 0 |
Deferred Underwriter commissions | 3,500,000 | 3,500,000 | |
Total Shareholder's Equity | 7,392,142 | 8,152,487 | 29,967 |
Convertible Notes Receivable | 2,648,585 | 2,187,512 | |
Notes Receivable | 350,000 | 250,000 | |
Restricted Cash | 176,800 | 176,800 | 0 |
Operating lease right-of-use assets | 463,181 | 181,006 | 0 |
Current portion of operating lease liabilities, net | 32,951 | 11,876 | 0 |
Operating lease liabilities, net | 461,860 | 181,128 | |
AMERICAN ACQUISITION OPPORTUNITY INC. | |||
Cash | 98,439 | 77,023 | 293,153 |
Accounts receivable - related party | 0 | 0 | 675,000 |
Prepaid Insurance | 0 | 100,049 | 102,534 |
Deposits | 73,682 | 0 | 0 |
Total Current Assets | 171,775 | 177,072 | 1,070,687 |
Cash Held in Trust account | 3,629,614 | 7,613,762 | 106,116,023 |
Cash Held in Escrow account | 0 | 0 | |
TOTAL ASSETS | 3,801,389 | 7,790,834 | 107,186,710 |
Accounts payable - related party | 291,243 | 359,825 | 0 |
Accounts payable | 920,613 | 156,931 | 99,002 |
Total Current Liabilities | 1,211,856 | 516,755 | 99,002 |
Deferred Underwriter commissions | 3,500,000 | 3,500,000 | 3,500,000 |
Fair value liability of Public Warrants | 523,602 | 110,182 | 3,036,301 |
Fair value liability of Private Warrants | 187,258 | 101,432 | 2,262,941 |
TOTAL LIABILITIES | 5,422,716 | 4,228,369 | 8,898,244 |
Class A Common Stock at $10.10 per shares, 360,474 in 2023 and 742,308 in 2022 shares at redemption value: | 3,640,791 | 7,497,311 | 106,112,020 |
Class B Common Stock: $0.0001 par value; 10,000,000 shares authorized, 2,726,500 shares issued and outstanding forthe period end (including 100,000 representative shares).(1) | 273 | 273 | 273 |
Additional paid-in capital | (10,140,613) | (10,140,613) | (10,140,613) |
Accumulated Deficit | 4,878,222 | 6,205,494 | 2,316,786 |
Total Shareholder's Equity | (5,262,118) | (3,934,846) | (7,823,554) |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 3,801,389 | 7,790,834 | 107,186,710 |
ROYALTY MANAGEMENT CORPORATION | |||
Cash | 70,994 | 433,343 | 0 |
Accounts receivable - related party | 53,430 | 71,540 | 0 |
Total Current Assets | 124,424 | 504,883 | 0 |
TOTAL ASSETS | 13,184,946 | 12,466,583 | 251,639 |
Total Current Liabilities | 1,007,555 | 493,194 | 47,397 |
TOTAL LIABILITIES | 5,792,804 | 4,314,096 | 221,671 |
Class A Common Stock at $10.10 per shares, 360,474 in 2023 and 742,308 in 2022 shares at redemption value: | 68,880 | 68,903 | 59,438 |
Additional paid-in capital | 10,865,159 | 10,829,366 | 27,106 |
Accumulated Deficit | (3,541,897) | (2,745,782) | (56,576) |
Total Shareholder's Equity | 7,392,142 | 8,152,487 | 29,968 |
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY | 13,184,946 | 12,466,583 | 251,639 |
Interest Receivable | 371,868 | 147,084 | 0 |
Fee Income Receivable | 146,754 | 376 | 0 |
Investments in Corporations and LLCs | 10,112,852 | 10,115,948 | 251,639 |
Convertible Notes Receivable | 900,000 | 350,000 | 0 |
Notes Receivable | 350,000 | 250,000 | 0 |
Intangible Assets, less accumulated amortization of $85,078 and $28,658 | 539,066 | 740,487 | 0 |
Restricted Cash | 176,800 | 176,800 | 0 |
Operating lease right-of-use assets | 463,181 | 181,006 | 0 |
Total Long-Term Assets | 13,060,521 | 11,961,700 | 251,639 |
Current portion of operating lease liabilities, net | 32,951 | 11,876 | 0 |
Accrued Expenses | 974,604 | 481,318 | 47,397 |
Convertible Notes Payable, Net | 2,648,585 | 2,187,512 | |
Convertible Notes Payable - Related Party, Net | 3,609,650 | 174,274 | |
Operating lease liabilities, net | 428,909 | 169,252 | 0 |
Notes payable | 26,000 | 42,000 | 0 |
Total Long-Term Liabilities | 4,785,249 | 3,820,902 | $ 174,274 |
Notes Payable - Related Party, Net | $ 1,681,755 | $ 1,422,138 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheet | |||
Accumulated amortization on intangible assets | $ 85,078 | $ 28,658 | $ 0 |
Common Stock, Par Value | $ 0.01 | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, Shares Issued | 6,887,971 | 6,890,281 | 5,943,750 |
Common Stock, Shares Outstanding | 6,887,971 | 6,890,281 | 5,943,750 |
Statement of Operations
Statement of Operations - USD ($) | 3 Months Ended | 8 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net Income | $ (301,475) | $ (189,394) | $ (2,689,205) | |||||
Operating Expenses | ||||||||
Consultant Fee | 10,000 | 63,750 | ||||||
Amortization Expense - Intangibles | $ 56,420 | 28,658 | $ 0 | |||||
AMERICAN ACQUISITION OPPORTUNITY INC. | ||||||||
Professional Fees | (31,578) | (163,615) | $ (409,807) | (239,819) | $ (513,762) | (662,568) | ||
General and Administrative | (332,253) | (144,350) | (413,745) | (790,909) | (503,057) | (559,081) | ||
Total Expenses | (363,831) | (307,965) | (823,552) | (1,030,728) | (1,016,819) | (1,221,649) | ||
Gain (Loss) on Warrant Fair Value Adjustment | (347,642) | 412,481 | 3,918,376 | (499,254) | 3,328,201 | 5,087,628 | ||
Other Income | 38,330 | (69,849) | (42,056) | 202,710 | 5,404 | 22,729 | ||
Net Income | $ (673,143) | $ 34,667 | $ 3,052,768 | $ (1,327,272) | $ 3,052,768 | $ 2,316,786 | $ 3,888,708 | |
Weighted average shares outstanding, basic and diluted | 3,500,611 | 4,457,431 | 7,098,632 | 3,563,318 | 11,115,481 | 6,246,353 | ||
Basic and diluted net income per ordinary share | $ (0.23) | $ 0.01 | $ 0.43 | $ (0.41) | $ 0.21 | $ 0.62 | ||
ROYALTY MANAGEMENT CORPORATION | ||||||||
Total Expenses | $ 174,391 | $ 95,306 | $ 527,525 | 205,506 | $ 2,425,929 | 0 | ||
Other Income | $ 90,753 | $ 34,890 | 224,408 | 57,390 | 172,686 | $ 0 | ||
Net Income | $ (796,116) | $ (2,474,894) | $ (2,689,205) | |||||
Weighted average shares outstanding, basic and diluted | 6,887,971 | 6,254,205 | 6,887,971 | 6,254,205 | 6,890,281 | 5,943,750 | ||
Basic and diluted net income per ordinary share | $ (0.04) | $ (0.03) | $ (0.12) | $ (0.40) | $ (0.39) | $ (0.01) | ||
RMC Environmental Services | $ 51,190 | $ 12,390 | $ 103,030 | $ 12,390 | $ 104,810 | $ 0 | ||
Fee Income | 19,563 | 0 | 56,378 | 0 | 376 | 0 | ||
Rental Income | 20,000 | 22,500 | 65,000 | 45,000 | $ 67,500 | 0 | ||
Operating Expenses | ||||||||
Administrative Expenses | $ 0 | $ 97 | $ 0 | $ 227 | $ 0 | |||
Bank Fees & Service Charges | 2,070 | 0 | 16,868 | 20 | 94 | 0 | ||
Sponsorship Expense | 15,000 | 0 | ||||||
Professional Fees | $ 40,362 | $ 17,514 | $ 89,243 | $ 37,514 | $ 95,787 | $ 0 | ||
Printing | 0 | 869 | 0 | 869 | 869 | 0 | ||
Software & apps | 180 | 75 | 540 | 125 | 265 | 0 | ||
Payroll | 22,778 | 0 | 75,066 | 0 | 30,419 | 0 | ||
Payroll Taxes | 1,795 | 0 | 6,329 | 0 | 2,942 | 0 | ||
Employee Insurance | 2,417 | 0 | 7,075 | 0 | 718 | 0 | ||
Board of Directors Comp | 15,000 | 25,000 | 50,000 | 40,000 | 60,000 | 0 | ||
Consultant Fee | 18,750 | 18,750 | 56,250 | 56,250 | 75,000 | 0 | ||
Officers' Salaries | $ 37,500 | $ 18,750 | $ 112,500 | $ 56,250 | 75,000 | 0 | ||
Contractor Services | 0 | 6,873 | 0 | 6,873 | ||||
Rent/Lease | $ 19,065 | $ 7,343 | $ 74,620 | $ 7,343 | 59,052 | 0 | ||
Travel | 1,717 | 0 | 7,254 | 0 | ||||
Fuel | 3,276 | 0 | 6,460 | 0 | 3,425 | 0 | ||
Equipment Rentals | 143 | 0 | 513 | 0 | 44 | 0 | ||
Small Equipment | 0 | 0 | 674 | 0 | 1,197 | 0 | ||
Repair & Maintenance | 0 | 0 | 1,213 | 0 | ||||
Liability Insurance | 4,189 | 0 | 4,189 | 0 | ||||
Telephone | 921 | 0 | 2,026 | 0 | 319 | 0 | ||
Utilities | 4,228 | 36 | 16,705 | 36 | 5,570 | 0 | ||
Impairment Loss | (2,000,000) | 0 | ||||||
Net Loss from Operations | (83,638) | (60,416) | (303,117) | (148,116) | (2,253,243) | 0 | ||
Interest Income | 13,020 | 11,725 | 223,828 | 15,963 | 149,808 | 0 | ||
Income/Loss from Investment | 0 | 40,852 | 0 | 162,509 | 165,604 | 1,639 | ||
Amortization Expense - Intangibles | (18,807) | 0 | (56,420) | 0 | (28,658) | 0 | ||
Convertible Debt Interest | (212,050) | (181,554) | (660,407) | (505,249) | (722,717) | (58,215) | ||
Total Other Income and Expense | (217,837) | (128,978) | (492,999) | (2,326,777) | (435,962) | (56,577) | ||
Net Loss for the Period | $ (301,475) | $ (189,394) | $ (796,116) | $ (2,474,894) | $ (2,689,205) | $ (56,577) |
Condensed Consolidated Statemen
Condensed Consolidated Statement of Changes in Stockholders Deficit - USD ($) | Total | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) |
Balance, amount at Jun. 20, 2021 | $ 0 | $ 59,438 | $ (59,438) | $ 0 |
Balance, shares at Jun. 20, 2021 | 5,943,750 | 0 | ||
Amortization of debt discount and issuance costs | 86,544 | 86,544 | ||
Net Income (Loss) | $ (56,577) | $ 0 | $ 0 | $ (56,577) |
Balance, shares at Dec. 31, 2021 | 0 | 5,943,750 | 0 | 0 |
Balance, amount at Dec. 31, 2021 | $ 29,967 | $ 59,438 | $ 27,107 | $ (56,576) |
Amortization of debt discount and issuance costs | 646,246 | 646,246 | ||
Net Income (Loss) | (189,054) | (189,054) | ||
Balance, shares at Mar. 31, 2022 | 5,943,750 | |||
Balance, amount at Mar. 31, 2022 | 487,160 | $ 59,438 | 673,353 | (245,630) |
Balance, amount at Dec. 31, 2021 | $ 29,967 | $ 59,438 | $ 27,107 | $ (56,576) |
Balance, shares at Dec. 31, 2021 | 0 | 5,943,750 | 0 | 0 |
Balance, shares at Sep. 30, 2022 | 6,254,205 | |||
Balance, amount at Sep. 30, 2022 | $ (1,210,740) | $ 62,542 | $ 1,258,188 | $ (2,531,471) |
Balance, amount at Dec. 31, 2021 | $ 29,967 | $ 59,438 | $ 27,107 | $ (56,576) |
Balance, shares at Dec. 31, 2021 | 0 | 5,943,750 | 0 | 0 |
Amortization of debt discount and issuance costs | $ 750,451 | $ 750,451 | ||
Net Income (Loss) | (2,689,205) | $ 0 | 0 | $ (2,689,205) |
Common shares issued for purchase or membership interest shares | 864,780 | |||
Common shares issued for purchase or membership interest amount | 9,498,705 | $ 8,648 | 9,490,057 | 0 |
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 | 0 |
Common shares issued for conversion of deb shares | 63,026 | |||
Common shares issued for conversion of deb amount | 409,669 | $ 630 | 409,039 | 0 |
Issuance of common stock for service shares | 9,810 | |||
Issuance of common stock for service amount | $ 63,750 | $ 98 | $ 63,652 | $ 0 |
Balance, shares at Dec. 31, 2022 | 0 | 6,890,281 | 0 | 0 |
Balance, amount at Dec. 31, 2022 | $ 8,152,487 | $ 68,903 | $ 10,829,366 | $ (2,745,782) |
Balance, amount at Mar. 31, 2022 | 487,160 | $ 59,438 | 673,353 | (245,630) |
Balance, shares at Mar. 31, 2022 | 5,943,750 | |||
Amortization of debt discount and issuance costs | 0 | |||
Net Income (Loss) | (2,096,446) | (2,096,446) | ||
Common shares issued for purchase or membership interest shares | 236,974 | |||
Common shares issued for purchase or membership interest amount | 0 | $ 2,370 | (2,370) | |
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 | |
Common shares issued for conversion of deb shares | 63,026 | |||
Common shares issued for conversion of deb amount | 409,669 | $ 630 | 409,039 | |
Balance, shares at Jun. 30, 2022 | 6,252,665 | |||
Balance, amount at Jun. 30, 2022 | (1,110,467) | $ 62,527 | 1,169,083 | (2,342,077) |
Amortization of debt discount and issuance costs | 79,121 | 79,121 | ||
Net Income (Loss) | (189,394) | (189,394) | ||
Issuance of common stock for service shares | 1,540 | |||
Issuance of common stock for service amount | 10,000 | $ 15 | 9,985 | |
Balance, shares at Sep. 30, 2022 | 6,254,205 | |||
Balance, amount at Sep. 30, 2022 | (1,210,740) | $ 62,542 | 1,258,188 | (2,531,471) |
Balance, amount at Dec. 31, 2022 | $ 8,152,487 | $ 68,903 | $ 10,829,366 | $ (2,745,782) |
Balance, shares at Dec. 31, 2022 | 0 | 6,890,281 | 0 | 0 |
Net Income (Loss) | $ (274,345) | $ (274,345) | ||
Issuance of common stock for service shares | 770 | |||
Issuance of common stock for service amount | 5,000 | $ 8 | $ 4,992 | |
Balance, shares at Mar. 31, 2023 | 6,891,051 | |||
Balance, amount at Mar. 31, 2023 | 7,883,142 | $ 68,911 | 10,834,359 | (3,020,127) |
Balance, amount at Dec. 31, 2022 | $ 8,152,487 | $ 68,903 | $ 10,829,366 | $ (2,745,782) |
Balance, shares at Dec. 31, 2022 | 0 | 6,890,281 | 0 | 0 |
Balance, shares at Sep. 30, 2023 | 6,887,971 | |||
Balance, amount at Sep. 30, 2023 | $ 7,392,142 | $ 68,880 | $ 10,865,160 | $ (3,541,897) |
Balance, amount at Mar. 31, 2023 | 7,883,142 | $ 68,911 | 10,834,359 | (3,020,127) |
Balance, shares at Mar. 31, 2023 | 6,891,051 | |||
Amortization of debt discount and issuance costs | 30,770 | 30,770 | ||
Net Income (Loss) | (220,295) | (220,295) | ||
Balance, shares at Jun. 30, 2023 | 6,891,051 | |||
Balance, amount at Jun. 30, 2023 | 7,693,617 | $ 68,911 | 10,865,129 | (3,240,422) |
Net Income (Loss) | (301,475) | (301,475) | ||
Forfeiture of common stock for service shares | (3,080) | |||
Forfeiture of common stock for service value | 0 | $ (31) | 31 | |
Balance, shares at Sep. 30, 2023 | 6,887,971 | |||
Balance, amount at Sep. 30, 2023 | $ 7,392,142 | $ 68,880 | $ 10,865,160 | $ (3,541,897) |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2022 | |
Net Income | $ (2,689,205) | ||||
Adjustments to reconcile net income to net cash used in operation | |||||
Cash at Beginning of the Period | $ 610,143 | $ 0 | 0 | ||
Cash at End of the Period | 247,794 | $ 0 | $ 0 | 610,143 | |
AMERICAN ACQUISITION OPPORTUNITY INC. | |||||
Net Income | (1,327,272) | 3,052,768 | 2,316,786 | 3,888,708 | |
Fair Value Adjustment of Public Warrants | 413,420 | (2,256,286) | (1,663) | (2,926,119) | |
Fair Value Adjustment of Private Warrants | 85,826 | (1,662,091) | (1,347,059) | (2,161,509) | |
Changes in operating assets and liabilities: | |||||
Accounts receivable - related party | (68,582) | 675,000 | (675,000) | 675,000 | |
Prepaid Insurance | 26,367 | 102,534 | (102,534) | 2,485 | |
Deposits | 0 | (195,000) | 0 | ||
Accounts payable | 763,682 | 323,430 | 99,002 | 417,753 | |
Net used in operating activities | (106,558) | 40,355 | (1,372,504) | (103,682) | |
Withdrawal (Investment) of cash in Trust Account | 3,984,148 | (98,379,640) | (106,116,023) | 98,502,261 | |
Proceeds from initial stockholders | 0 | 0 | 25,975 | 0 | |
(Return of Investment Proceeds) Proceeds from sale of Units, net underwriting fees paid | (3,856,520) | (98,614,709) | 107,616,305 | (98,614,709) | |
Proceeds from sale of Private Warrants | 0 | 0 | 139,400 | 0 | |
Proceeds from promissory note - related party | 0 | 0 | 485,900 | 0 | |
Repayment of promissory note - related party | 0 | 0 | (485,900) | 0 | |
Proceeds from advance - related party | 0 | 0 | 760,000 | 0 | |
Repayment of advance - related party | 0 | 0 | (760,000) | 0 | |
Net cash used in financing activities | (3,856,520) | (98,614,709) | 107,781,680 | (98,614,709) | |
Net Change in Cash | 21,070 | (194,714) | 293,153 | (216,130) | |
Adjustments to reconcile net income to net cash used in operation | |||||
Cash at Beginning of the Period | 77,023 | 293,153 | 0 | 293,153 | |
Cash at End of the Period | 98,093 | 98,439 | 293,153 | 293,153 | 77,023 |
ROYALTY MANAGEMENT CORPORATION | |||||
Net Income | (796,116) | (2,474,894) | (56,577) | (2,689,205) | |
Changes in operating assets and liabilities: | |||||
Accounts receivable - related party | 18,110 | (12,390) | 0 | (71,540) | |
Net used in operating activities | (244,444) | 198,574 | 1,639 | 368,696 | |
Net cash used in financing activities | 384,000 | 1,753,199 | 250,000 | 1,887,046 | |
Net Change in Cash | (362,349) | 697,183 | 0 | 610,143 | |
Adjustments to reconcile net income to net cash used in operation | |||||
Amortization of debt discount | 356,460 | 430,166 | 10,818 | 750,451 | |
Amortization expense of right of use assets | (1,443) | 60 | 0 | 122 | |
Amortization expense - intangible assets | 56,420 | 0 | 0 | 28,658 | |
Issuance of common shares for service | 0 | 10,000 | 0 | 63,750 | |
Impairment loss on intangible asset | 0 | 2,000,000 | 0 | 2,000,000 | |
Interest Receivable | (224,784) | (15,963) | 0 | (147,084) | |
Fee Income Receivable | (146,378) | 0 | 0 | (376) | |
Accrued Expenses | 493,286 | 261,596 | 47,397 | 433,920 | |
Investments in Corporations and LLCs | 3,096 | (362,509) | (251,639) | (365,604) | |
Convertible Notes Receivable | (550,000) | 0 | 0 | (350,000) | |
Notes Receivable | 0 | (250,000) | 0 | (250,000) | |
Intangible Assets | (45,000) | (642,082) | 0 | (679,995) | |
Net Cash Used by Investing Activities | (501,904) | (1,254,590) | (251,639) | (1,645,599) | |
Notes Payable | (16,000) | 48,000 | 0 | 42,000 | |
Proceeds from issuance of convertible notes | 400,000 | 1,705,199 | 250,000 | (1,435,377) | |
Convertible Note Conversions | 0 | 409,669 | |||
Cash at Beginning of the Period | 610,143 | 0 | 0 | ||
Cash at End of the Period | 247,794 | 697,183 | 0 | $ 0 | 610,143 |
Supplemental Information | |||||
Discount on Convertible Notes | 30,770 | 40,469 | 86,544 | 750,451 | |
Notes Receivables | (100,000) | 0 | |||
Intangibles Assets | $ 100,000 | $ 0 | |||
Acquisition of right of use assets for lease obligation | 0 | 186,636 | |||
Issuance of common shares for purchase of membership interest | $ 0 | $ 9,498,705 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
AMERICAN ACQUISITION OPPORTUNITY INC. | ||
NATURE OF OPERATIONS | NOTE 1: NATURE OF OPERATIONS The Company is a blank check company organized on January 20, 2021 under the laws of the State of Delaware. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“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. The registration statement for the Company’s initial public offering was declared effective on March 17, 2021 (the “Initial Public Offering”). On March 22, 2021, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,800,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to the Company’s sponsor, American Opportunity Ventures, LLC (the “Sponsor”), generating gross proceeds of $3,800,000, which is described in Note 5. Transaction costs amounted to $4,910,297, consisting of $1,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees and $410,297 of other offering costs. Following the closing of the Initial Public Offering on March 22, 2022, an amount of $101,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account, as described below. The Company has listed the Units on the Nasdaq Capital Market (“Nasdaq”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. After the Initial Public Offering, the Company is holding $101,000,000 from the proceeds received from the Initial Public Offering and the sale of the Private Warrants in the Trust Account, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation and By-Laws provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s Warrants. These common stocks will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B common stock and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B common stock) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to stockholders’ rights of pre-Business Combination activity and (d) that the Class B common stock and the securities underlying the Private Warrants shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company initially had until March 22, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.10). On March 21, 2022 the Company certified an Amended and Restated Certificate of Incorporation of the Company extending the Combination Period to September 21, 2022. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties: | NOTE 1: NATURE OF OPERATIONS The Company is a blank check company organized on January 20, 2021 under the laws of the State of Delaware. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging in any other similar business combination with one or more businesses or entities (“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. The registration statement for the Company’s initial public offering was declared effective on March 17, 2021 (“Initial Public Offering”). On March 22, 2021, the Company consummated the Initial Public Offering of 10,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $100,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,800,000 warrants (the “Private Warrants”) at a price of $1.00 per Private Warrant in a private placement to the Company’s sponsor, American Opportunity Ventures, LLC (the “Sponsor”), generating gross proceeds of $3,800,000, which is described in Note 5. Transaction costs amounted to $4,910,297, consisting of $1,000,000 of underwriting fees, $3,500,000 of deferred underwriting fees and $410,297 of other offering costs. On March 30, 2021, the underwriters partially exercised their over-allotment option, and the closing and sale of an additional 506,002 Units (the “Over-Allotment Units”) occurred on April 1, 2021. The issuance by the Company of the Over-Allotments Units at a price of $10.00 per Unit resulted in total gross proceeds of $5,060,020. On April 1, 2021, simultaneously with the sale and issuance of the Over-Allotment Units, the Company consummated the sale of an additional 101,621 Private Placement Warrants (the “Over-Allotment Private Placement Warrants” and, together with the Private Placement Warrants, the “Private Placements”, generating gross proceeds of $101,621. The Over-Allotment Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. Following the closing of the Initial Public Offering on March 22, 2021, an amount of $101,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Warrants was placed in a trust account (the “Trust Account”), located in the United States and held as cash items or invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account, as described below. The Company has listed the Units on the Nasdaq Capital Market (“Nasdaq”). The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and sale of the Private Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Nasdaq rules provide that the Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on interest earned and less any interest earned thereon that is released for taxes) at the time of the signing of an agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. After the Initial Public Offering, the Company is holding $101,000,000 from the proceeds received from the Initial Public Offering and the sale of the Private Warrants in the Trust Account, and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a Business Combination, the Company may seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. If the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Company’s Amended and Restated Certificate of Incorporation and By-Laws provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent. The stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.10 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s Warrants. These common stocks will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” If a stockholder vote is not required and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. The Sponsor has agreed (a) to vote its Class B common stock and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company’s Amended and Restated Certificate of Incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment; (c) not to redeem any shares (including the Class B common stock) into the right to receive cash from the Trust Account in connection with a stockholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek stockholder approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to stockholders’ rights of pre-Business Combination activity and (d) that the Class B common stock and securities underlying the Private Warrants shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. However, the Sponsor will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete its Business Combination. The Company will have until March 22, 2022 to consummate a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (net of taxes payable and less interest to pay dissolution expenses up to $100,000), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.10). On March 21, 2022 the Company certified an Amended and Restated Certificate of Incorporation of the Company extending the Combination Period to September 21, 2022. On September 21, 2022, the Company certified an Amended and Restated Certificate of Incorporation of the Company extending the Combination Period to March 21, 2023. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share (whether or not the underwriters’ over-allotment option is exercised in full), except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the company’s independent registered accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Risks and Uncertainties: |
ROYALTY MANAGEMENT CORPORATION | ||
NATURE OF OPERATIONS | NOTE 1 – NATURE OF OPERATIONS Royalty Management Corporation (“RMC” or the “Company”) is a corporation organized under the laws of Indiana on June 21, 2021. The Company was formed for the purpose of investing or purchasing assets that have current or near-term income to provide the company with accretive cash flow from which it can reinvest in new assets or expand cash flow from existing assets. These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies. | NOTE 1 – NATURE OF OPERATIONS Royalty Management Corporation (“RMC” or the “Company”) is a corporation organized under the laws of Indiana on June 21, 2021. The Company was formed for the purpose of investing or purchasing assets that have current or near-term income to provide the company with accretive cash flow from which it can reinvest in new assets or expand cash flow from existing assets. These assets typically are natural resources assets (including real estate and mining permits), patents, intellectual property, and emerging technologies. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
AMERICAN ACQUISITION OPPORTUNITY INC. | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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. Interim Financial Information Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. In the opinion of management, these interim unaudited Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair presentation of the results for the periods presented. Results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any other period. These financial statements should be read in conjunction with the Company’s 2022 audited financial statements and notes thereto which were filed on Form 10-K on March 25, 2023. 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. Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering (as described in Note 4) and that were charged to stockholder’s equity upon the completion of the Initial Public Offering. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2023, 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 loss per share is the same as basic loss per share for the periods presented. 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 September 30, 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. 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 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. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes 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 January 20, 2022, through September 30, 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 2022 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 as of September 30, 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. | NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation 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. 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. Deferred offering costs Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering (as described in Note 4) and that were charged to stockholder’s equity upon the completion of the Initial Public Offering. 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, 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. 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, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. 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 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. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. As discussed in Note 2, all of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022, 742,308 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against additional paid-in capital and accumulated deficit. Income Taxes The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes 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, 2022, 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, 2022. 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. |
ROYALTY MANAGEMENT CORPORATION | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation: The consolidated financial statements include the accounts of the Company 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. 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. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. (“U. S. GAAP”). The Company adopted the calendar year as its basis of reporting. Going Concern The Company has suffered recurring losses from operations and currently a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We plan to generate profits by expanding current coal operations as well as developing new coal operations. However, we will need to raise the funds required to do so through sale of our securities or through loans from third parties. We do not have any commitments or arrangements from any person to provide us with any additional capital. If additional financing is not available when needed, we may need to cease operations. We may not be successful in raising the capital needed to expand or develop operations. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. The accompanying financial statements have been prepared assuming the Company will continue as a going concern; no adjustments to the financial statements have been made to account for this uncertainty. Use of Estimates The preparation of financial statements in conformity with GAAP requirements 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. Risks 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 The Company’s cash is maintained in bank deposit accounts which, at times, may exceed federally insured limits. To date, there have been no losses in such accounts. Restricted Cash The Company 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 September 30, 2023 and December 31, 2022. September 30, December 31, 2023 2022 Cash $ 70,994 $ 433,343 Restricted Cash 176,800 176,800 Total cash and restricted cash presented in the statement of cash flows $ 247,794 $ 610,143 Allowance for Doubtful Accounts The Company recognizes an allowance for losses on trade and other accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable amounts considered at risk or uncollectible. Allowance for trade receivables as of September 30, 2023 and December 31, 2022 amounted to $0 for both periods. Allowance for other accounts receivable, including interest, fee, convertible notes, and notes receivable as of September 30, 2023 and December 31, 2022 amounted to $0 for both periods. 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. The Company has a convertible note outstanding. Principal and accrued interest is convertible into common shares at $6.50 per share. Loan Issuance Costs and Convertible Note Discounts Loan Issuance Costs and Convertible Note Discounts 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 September 30, 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 September 30, 2023, associated with these leases amounted to $463,181. Right to use liabilities recorded on the balance sheet as of September 30, 2023, associated with these leases amounted to $461,860. 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. 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 carryforwards. 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 filed all required tax returns to date. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. New Accounting Pronouncements: Management has determined that the impact of the following recent FASB pronouncements will not have a material impact on the financial statements. ASU 2020-10, Codification Improvements, effective for years beginning after December 15, 2020. ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable and other Costs, effective for years beginning after December 15, 2020. ASU 2020-06, Debt – Debt with Conversion and Other Options, effective for years beginning after December 15, 2021. Management is still evaluating the effects of this pronouncement ahead of its effective date. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation: The consolidated financial statements include the accounts of the Company 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. Coking Coal Financing LLC was acquired during April 2022 for the purpose of holding energy contracts. RMC Environmental Services LLC was formed during 2022 to conduct environmental consulting and services. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. (“U. S. GAAP”). The Company adopted the calendar year as its basis of reporting. Going Concern: Use of Estimates The preparation of financial statements in conformity with GAAP requirements 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. Risks 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 The Company’s cash is maintained in bank deposit accounts which, at times, may exceed federally insured limits. To date, there have been no losses in such accounts. Restricted Cash The Company 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 year ended December 31, 2022 and 2021. December 31, 2022 2021 Cash $ 433,816 $ 0 Restricted Cash 176,800 0 Total cash and restricted cash presented in the statement of cash flows $ 610,616 $ 0 Allowance for Doubtful Accounts The Company recognizes an allowance for losses on trade and other accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable amounts considered at risk or uncollectible. Allowance for trade receivables as of December 31, 2022 and 2021 amount to $0, for both years. Allowance for other accounts receivable, including interest, fee, convertible notes, and notes receivable as of December 31, 2022 and 2021 amounted to $0 for both years. 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. The Company has a convertible note outstanding. Principal and accrued interest is convertible into common shares at $6.50 per share. Loan Issuance Costs and Convertible Note Discounts Loan Issuance Costs and Convertible Note Discounts 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, 2022, 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 office space under noncancelable operating leases, typically with initial terms of 10 years. Right to use assets recorded on the balance sheet as of December 31, 2022, associated with these leases amounted to $181,006. Right to use liabilities recorded on the balance sheet as of December 31, 2022, associated with these leases amounted to $181,128. 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. 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 carryforwards. 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 filed all required tax returns to date. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. New Accounting Pronouncements: Management has determined that the impact of the following recent FASB pronouncements will not have a material impact on the financial statements. ASU 2020-10, Codification Improvements, effective for years beginning after December 15, 2020. ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable and other Costs, effective for years beginning after December 15, 2020. ASU 2020-06, Debt – Debt with Conversion and Other Options, effective for years beginning after December 15, 2021. Management is still evaluating the effects of this pronouncement ahead of its effective date. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INITIAL PUBLIC OFFERING | ||
INITIAL PUBLIC OFFERING | NOTE 3: INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A common stock and one half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 6). | NOTE 3: INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 10,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 (see Note 6). |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
PRIVATE PLACEMENT | ||
PRIVATE PLACEMENT | NOTE 4: PRIVATE PLACEMENT Simultaneously with the closing of Initial Public Offering, the Sponsor purchased an aggregate of 3,800,000 Private Warrants (or 4,100,000 Private Warrants if the underwriters’ over-allotment is exercised in full) at a price of $1.00 per Private Warrant for $3,800,000 in the aggregate. The Sponsor has agreed to purchase an additional aggregate amount of 300,000 Private Warrants, for $300,000 in the aggregate if the underwriters’ over-allotment was exercised in full. The proceeds from the sale of the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. The terms of the Private Warrants are described in Note 8. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. | NOTE 4: PRIVATE PLACEMENT Simultaneously with the closing of Initial Public Offering, the Sponsor purchased an aggregate of 3,800,000 Private Warrants (or 4,100,000 Private Warrants if the underwriters’ over-allotment is exercised in full) at a price of $1.00 per Private Warrant for $3,800,000 in the aggregate. The Sponsor has agreed to purchase an additional aggregate amount of 300,000 Private Warrants, for $300,000 in the aggregate if the underwriters’ over-allotment is exercised in full. The proceeds from the sale of the Private Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. The term of the Private Warrants are described in Note 8. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless. On April 1, 2021, simultaneously with the sale and issuance of the Over-Allotment Units, the Company consummated the sale of an additional 101,621 Private Placement Warrants (the “Over-Allotment Private Placement Warrants” and, together with the Private Placement Warrants, the “Private Placements”, generating gross proceeds of $101,621. The Over-Allotment Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. |
SHAREHOLDERS EQUITY
SHAREHOLDERS EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SHAREHOLDERS EQUITY | ||
SHAREHOLDER'S EQUITY | NOTE 5: SHAREHOLDER’S EQUITY Preferred Stock - Class A Common Stock Class B Common Stock 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. 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. | NOTE 5: SHAREHOLDERS’ EQUITY Preferred Stock - Class A Common Stock Class B Common Stock 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
RELATED PARTY TRANSACTIONS | NOTE 12 – RELATED PARTY TRANSACTIONS Land Resources & Royalties LLC / Wabash Enterprises LLC The Company may at times 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 owned and controlled by certain members of the Company’s management who are also directors and shareholders of the Company. On January 24, 2022, Wabash Enterprises LLC invested $50,000 cash into the Company in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-3”. Land Betterment Corporation The Company may at times enter into agreements with Land Betterment Corporation, an entity controlled by certain members of the Company’s management who are also directors and shareholders of the Company. American Resources Corporation The Company may at times enter into agreements with American Resources Corporation, an entity controlled by certain members of the Company’s management who are also directors and shareholders of the Company. Westside Advisors LLC The Company may at times enter into agreements with Westside Advisors LLC, an entity controlled by certain members of the Company’s management who are also shareholders of the Company. 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. T Squared Partners LP The Company may at times enter into agreements with T Squared Partners LP, an entity controlled by certain members of the Company's management who are also shareholders of the Company. On October 2, 2021, T Squared Partners LP invested $250,000 cash into the Royalty 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 Royalty in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-5”. White River Holdings LLC The Company may at times enter into agreements with White River Holdings LLC, an entity controlled by certain shareholders of the Company. On January 1, 2022, Royalty entered into a consulting agreement with White River Holdings LLC whereby we paid White River Holdings a monthly consulting fee. 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”. First Frontier Capital LLC The Company may at times enter into agreements with First Frontier Capital LLC, an entity controlled by the Company's management who are also shareholders 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”. | NOTE 11 – RELATED PARTY TRANSACTIONS Land Resources & Royalties LLC / Wabash Enterprises LLC The Company may at times 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 owned and controlled by certain members of the Company’s management who are also directors and shareholders of the Company. On January 24, 2022, Wabash Enterprises LLC invested $50,000 cash into the Company in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-3”. Land Betterment Corporation The Company may at times enter into agreements with Land Betterment Corporation, an entity controlled by certain members of the Company’s management who are also directors and shareholders of the Company. American Resources Corporation The Company may at times enter into agreements with American Resources Corporation, an entity controlled by certain members of the Company’s management who are also directors and shareholders of the Company. Westside Advisors LLC The Company may at times enter into agreements with Westside Advisors LLC, an entity controlled by certain members of the Company’s management who are also shareholders of the Company. 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. T Squared Partners LP The Company may at times enter into agreements with T Squared Partners LP, an entity controlled by certain members of the Company’s management who are also shareholders of the Company. On October 2, 2021, T Squared Partners LP invested $250,000 cash into the Royalty 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 Royalty in the form of the Round A Convertible Note and 1,924 warrants issued under Warrant “A-5”. White River Holdings LLC The Company may at times enter into agreements with White River Holdings LLC, an entity controlled by certain shareholders of the Company. On January 1, 2022, Royalty entered into a consulting agreement with White River Holdings LLC whereby we paid White River Holdings a monthly consulting fee. 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”. First Frontier Capital LLC The Company may at times enter into agreements with First Frontier Capital LLC, an entity controlled by the Company’s management who are also shareholders 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”. |
AMERICAN ACQUISITION OPPORTUNITY INC. | ||
RELATED PARTY TRANSACTIONS | NOTE 6: RELATED PARTY TRANSACTIONS 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 September 30, 2023 $ 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 has agreed to pay the Sponsor $10,000 per month for these services. As of September 30, 2023, $90,000 have been paid and $210,000 has been accrued and is owed under this agreement. Promissory Note — Related Party On March 22, 2022, 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, 2023 or could be converted into equity on September 22, 2023. During the period ended, $777,294 has been advanced and repaid and as of September 30, 2023 $0 is outstanding. | NOTE 6: RELATED PARTY TRANSACTIONS 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, $120,000 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, 2021 December 31, 2022, $0 and $239,825 is outstanding, respectively. |
WARRANTS
WARRANTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
WARRANTS | ||
WARRANTS | NOTE 7: WARRANTS Warrants 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. 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 common 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. | NOTE 7: WARRANTS Warrants 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. 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 common stock 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. The company uses the black Scholes option pricing model to value its warrants and options. The significant inputs are as follows: 2022 2021 Expected Dividend Yield 0.00 % 0.0 % Expected volatility 1.55 % 11.1 % Risk-Free Rate 4.27 % 1.2 % Expected life of warrants 2.72 4.3 Weighted Weighted Average Aggregate Number of Average Contractual Intrinsic Public Warrants Warrants Exercise Price Life in Years Value Exercisable (vested) - December 31, 2020 - $ - $ - Granted 4,777,364 $ 1 4.3 $ 2,770,871 Forfeited or Expired - Exercised - Outstanding December 31, 2021 4,777,364 $ 1 4.3 $ 2,770,871 Exercisable (vested) - December 31, 2021 4,777,364 $ 1 4.3 $ 2,770,871 Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2022 4,777,364 $ 0 3.3 $ 100,325 Exercisable (vested) - December 31, 2022 4,777,364 $ 0 3.3 $ 100,325 Weighted Weighted Average Aggregate Number of Average Contractual Intrinsic Private Warrants Warrants Exercise Price Life in Years Value Exercisable (vested) - December 31, 2020 - $ - $ - Granted 3,901,201 $ 0.58 4.3 $ 2,262,696.58 Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2021 3,901,201 $ 0.58 4.3 $ 2,262,696.58 Exercisable (vested) - December 31, 2021 3,901,201 $ 0.58 4.3 $ 2,262,696.58 Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2022 3,901,201 $ 0.03 3.3 $ 101,431.23 Exercisable (vested) - December 31, 2022 3,901,201 $ 0.03 3.3 $ 101,431.23 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | NOTE 11 - 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: 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 September 30, 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, 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. | NOTE 10 - 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: 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, 2022, the Company is the holder of 250,000 LBX Tokens which were initially recorded at their purchase price of $8 per token. During 2022, 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. |
AMERICAN ACQUISITION OPPORTUNITY INC. | ||
FAIR VALUE MEASUREMENTS | NOTE 8: 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: 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 September 30, 2023 and 2022, assets held in the Trust Account were comprised of $3,629,614 and $7,548,977 in money market funds which are invested primarily in U.S. Treasury Securities. Through September 30, 2023, the Company has not withdrawn any of interest earned on the Trust Account. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: September 30, September 30, Description Level 2023 2022 Assets: Marketable securities held in Trust Account 1 $ 3,629,614 $ 7,548,977 Liabilities: Warrant Liability – Public Warrants 3 523,602 780,015 Warrant Liability – Private Warrants 3 187,258 600,850 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying September 30, 2023 and 2022 condensed 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 condensed 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 following table presents the changes in the fair value of warrant liabilities: Private Warrant Placement Public Liabilities Fair value as of January 1, 2022 $ 2,262,941 $ 3,036,301 $ 5,299,242 Initial measurement on March 19, 2022 1,662,091 ) (2,256,286 ) (3,918,377 Change in valuation inputs or other assumptions 600,850 780,015 1,380,865 ) Fair value as of September 30, 2022 2,262,941 $ 3,036,301 $ 5,299,242 Private Warrant Placement Public Liabilities Fair value as of January 1, 2023 $ 101,432 $ 110,182 $ 211,614 Change in valuation inputs or other assumptions 85,826 413,420 499,246 Fair value as of September 30, 2023 187,258 523,602 710,860 | NOTE 8: 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: 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, 2022 and 2021, assets held in the Trust Account were comprised of $7,613,762 and $106,116,023 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2022, the Company has not withdrawn any of interest earned on the Trust Account. 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, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 7,613,762 $ 106,116,023 Liabilities: Warrant Liability – Public Warrants 3 110,182 3,036,301 Warrant Liability – Private Warrants 3 101,432 2,262,941 Commitments and Contingencies: Class A Common Stock 7,497,311 106,112,020 The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying December 31, 2022 and 2021 condensed 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 condensed 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. The following tables present the changes in the fair value of warrant liabilities: Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 19, 2021 3,610,000 4,700,000 8,310,000 Change in valuation inputs or other assumptions (1,347,059 ) (1,663,699 ) (3,010,758 ) Fair value as of December 31, 2021 2,262,941 3,036,301 5,299,242 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 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES In the course of normal operations, the Company may be 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. | NOTE 13 – COMMITMENTS AND CONTINGENCIES In the course of normal operations, the Company may be 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. |
AMERICAN ACQUISITION OPPORTUNITY INC. | ||
COMMITMENTS AND CONTINGENCIES | NOTE 9: COMMITMENTS AND CONTINGENCIES In the course of normal operations, the Company may be 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. Registration Rights The holders of the insider shares, as well as the holders of the Private Warrants (and underlying securities) and any securities issued in payment of working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed on the effective date of Initial Public Offering. The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Initial Public Offering. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing upon the date that the Company consummates a Business Combination. The holders of a majority of the Placement Units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters partially exercised their option and purchased 506,002 additional units at a per unit price of $10.00 The underwriters are entitled to a cash underwriting discount of one percent (1.00%) of the gross proceeds of the Initial Public Offering, or $1,000,000. In addition, the underwriters are entitled to a deferred fee of three point five percent (3.50%) of the gross proceeds of the Initial Public Offering, or $3,500,000(or up to $4,025,000 if the underwriters’ over- allotment was exercised in full) upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Right of First Refusal For a period beginning on the closing of this offering 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. Agreement and Plan of Merger On June 28, 2023, the Company entered into an agreement and plan of merger by and among the Company and Royalty Management Co, and Indiana Corporation. Which was consummated on October 31, 2023. | NOTE 9: COMMITMENTS AND CONTINGENCIES Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters are entitled to a cash underwriting discount of one percent (1.00%) of the gross proceeds of the Initial Public Offering, or $1,000,000 (or up to $1,150,000 if the underwriters’ over-allotment is exercised in full). In addition, the underwriters are entitled to a deferred fee of three-point five percent (3.50%) of the gross proceeds of the Initial Public Offering, or $3,500,000 (or up to $4,025,000 if the underwriters’ over- allotment is exercised in full) upon closing of the Business Combination. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. 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. Forward Share Purchase Agreements Effective March 25, 2022, the Company and certain accredited investors in the Company (the “Investors”) entered into Forward Share Purchase Agreements (each, a “Purchase Agreement” and collectively, the “Purchase Agreements”), pursuant to which the Investors may each individually elect to sell and transfer to the Company via redemption on the earlier of (a) the closing of the Company’s initial business combination (the “Business Combination”), and (b) September 22, 2022 (the “Extended Date”), the amount of shares of the Company’s Class A common stock (“Shares”) identified in each Purchase Agreement, for an aggregate purchase price of $10.35 per Share (the “Shares Purchase Price”). Collectively, the Investors hold 1,123,499 Shares subject to the Purchase Agreements. The agreement expired on September 22, 2022 unused. The forward purchase agreement expired on September 22, 2022 and all obligations under the agreement concluded. Agreement and Plan of Merger On June 28, 2022, the Company entered into a binding agreement and plan of merger by and among the Company and Royalty Management Co, and Indiana Corporation. The agreement and plan of merger calls for Royalty Management Co to become a fully owned subsidiary with the Company and values Royalty Management Co at $111,000,000 enterprise value. As of the balance sheet date, the plan of merger is awaiting regulatory approval. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS On October 31, 2023, the Company merged with American Acquisition Opportunity Inc which was a previously publicly traded company under the ticker AMAO. Royalty Holding Management Co is the new merged entity name. | NOTE 14 – SUBSEQUENT EVENTS The Company’s wholly owned subsidiary, RMC Environmental Services LLC, signed a service lease with a related party, Land Resources & Royalties LLC effective January 1, 2023. The initial term of the lease is for five years. Rent is the greater of $2,000 per month or 20% of monthly revenue. On February 21, 2023 and March 20, 2023, the Company invested an additional $50,000 on each date into Advanced Magnet Lab, Inc. (or “AML”) as a Convertible Promissory Note under the same terms and conditions as the Convertible Promissory Note the Company invested into AML on December 21, 2022. |
AMERICAN ACQUISITION OPPORTUNITY INC. | ||
SUBSEQUENT EVENTS | NOTE 10: SUBSEQUENT EVENTS On October 31, 2023, subsequent to the fiscal quarter ended June 30, 2023, the fiscal quarter to which this Quarterly Report on Form 10-Q (this “Report”) relates, 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”). Cash proceeds of the Business Combination were funded through a combination of Company cash held in trust, net of redemptions. | NOTE 10: SUBSEQUENT EVENTS On March 21, 2023, the Company, through actions of its Shareholders, filed an amended and restated articles of incorporation which extended the term of the trust to September 22, 2023 to allow for the execution of a business combination. An additional 216,697 shares redeemed, leaving 525,611 shares of redeemable Class A Common outstanding. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | NOTE 3A — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS AS OF December 31, 2022 The Company is filing this Amendment to amend the Original Report, to restate the Company’s related statement of cash flows and related footnote disclosures as of and for the year ended December 31, 2022 to correct errors noted below that were identified by the Company’s management. The errors related to the cash effects of issuance of common stock to purchase a membership interest. The following table summarizes the effect of the restatement on each financial statement line items as of December 31, 2022. As Previously Restated Reported Adjustments Balances Operating Activities Issuance of common shares for purchase of membership interest $ 9,498,705.00 $ (9,498,705.00 ) $ - Impairment loss on intangible asset - 2,000,000.00 2,000,000.00 Net Cash Provided by Operating Activities 7,867,401.00 (7,498,705.00 ) 368,696.00 Investing Activities Investments in Corporations and LLCs (9,864,309.00 ) 9,498,705.00 (365,604.00 ) Net Cash Used by Investing Activities (11,144,304.00 ) 9,498,705.00 (1,645,599.00 ) Financing Activities Proceeds from issuance of convertible notes 3,435,377.00 (2,000,000.00 ) 1,435,377.00 Net Cash Provided by Financing Activities 3,887,046.00 (2,000,000.00 ) 1,887,046.00 Net Cash Increase for the Year $ 610,143.00 $ - $ 610,143.00 Supplemental Information Issuance of common shares for purchase of membership interest 1,540,331.00 7,958,374.00 9,498,705.00 As a result, these restatements and revisions result in cash flow classification differences and will have no impact on the Company’s current or previously reported cash position, operating expenses, or ending cash flow for the period represented. NOTE 3B — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS AS OF December 31, 2022 The Company is filing this Amendment to amend the Original Report, to restate the Company’s related balance sheets, statement of operations, and footnote disclosures as of and for the year ended December 31, 2022 to correct errors noted below that were identified by the Company’s management. The errors related to the cash effects of the impairment of intangible assets. The following table summarizes the effect of the restatement on the balance sheet line items as of December 31, 2022. As Previously Restated Reported Adjustments Balances Intangible Assets. Net of accumulated amortization $ 769,145 $ (28,658 ) $ 740,487 Total Long-Term Assets 11,990,358 (28,658 ) 11,961,700 Total Assets 12,495,241 (28,658 ) 12,466,583 Accumulated Deficit (2,717,124 ) (28,658 ) (2,745,782 ) Total Stockholders’ Equity (Deficit) 8,181,145 (28,658 ) 8,152,487 Total Liabilities & Stockholders’ Equity (Deficit) 12,495,241 (28,658 ) 12,466,583 The following table summarizes the effect of the restatement on the statement of operations line items as of December 31, 2022. As Previously Restated Reported Adjustments Balances Amortization expense of intangibles $ 0 $ (28,658 ) $ (28,658 ) Total Other Income and Expense (407,304 ) (28,658 ) (435,962 ) Net Loss for the Period (2,660,547 ) (28,658 ) (2,689,205 ) As a result, these restatements and revisions result in the financial statement line items noted and will have no impact on the Company’s current or previously reported statements for the period represented. |
INVESTMENTS IN CORPORATIONS AND
INVESTMENTS IN CORPORATIONS AND LLCS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INVESTMENTS IN CORPORATIONS AND LLCS | ||
INVESTMENTS IN CORPORATIONS AND LLCS | NOTE 3 – INVESTMENTS IN CORPORATIONS AND LLCS Investments in corporations and llcs as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, 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. The Company recorded passthrough activity of $0 and $165,604, for the periods ended September 30, 2023 and December 31, 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 – INVESTMENTS IN CORPORATIONS AND LLCS Investments in corporations and llcs as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 2021 FUB Mineral LLC $ 617,243 $ 251,639 MaxPro Investment Holdings 9,498,705 0 Total Investments in corporations and llcs $ 10,115,948 $ 251,639 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. The Company recorded pass through activity of $165,604 and $1,639, for the years ended December 31, 2022 and 2021, 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. The investment is carried at the cost of consideration paid and accounted for on the cost method of accounting. The investment is measured for impairment when conditions arise requiring the review. As of December 31, 2022 no events have transpired and the Company owns 9.9%. |
CONVERTIBLE NOTES RECEIVABLE
CONVERTIBLE NOTES RECEIVABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
CONVERTIBLE NOTES RECEIVABLE | ||
CONVERTIBLE NOTES RECEIVABLE | NOTE 4 – CONVERTIBLE NOTES RECEIVABLE Convertible notes receivable as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 Heart Water Inc. $ 500,000 $ 100,000 Advanced Magnetic Lab, Inc. 400,000 250,000 Total convertible notes receivable $ 900,000 $ 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 $400,000 was advanced in exchange for a Convertible Promissory Note on June 16, 2023. 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 – CONVERTIBLE NOTES RECEIVABLE Convertible notes receivable as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 2021 Heart Water Inc. $ 100,000 $ 0 Advanced Magnetic Lab, Inc. 250,000 0 Total convertible notes receivable $ 350,000 $ 0 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. 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. The Convertible Promissory Note carries 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 December 21, 2024. 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. |
NOTES RECEIVABLE
NOTES RECEIVABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
NOTES RECEIVABLE | ||
NOTES RECEIVABLE | NOTE 5 – NOTES RECEIVABLE Notes receivable as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, 2023 December 31, 2022 Ferrox Holdings Ltc $ 250,000 $ 250,000 Texas Tech University 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 payments that are owed to Texas Tech University from a third party for 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. 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 12. | NOTE 6 – NOTES RECEIVABLE 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. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INTANGIBLE ASSETS | ||
INTANGIBLE ASSETS | NOTE 6 – INTANGIBLE ASSETS Intangible assets as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, 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 (85,078 ) (28,658 ) Total Intangible Assets $ 539,066 $ 740,487 Amortization expense - Intangible Assets totaled $56,420 and $28,658 for the nine month period ended September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, future amortization expense are as follows: 2024 75,227 2025 75,227 2026 75,227 2027 71,477 2028 and thereafter 230,976 528,134 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 September 30, 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 12. 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 12. The intangible will be amortized over the 5 year useful life period of the underlying equipment. 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 12. The intangible will be treated as an indefinite lived asset. | NOTE 7 – INTANGIBLE ASSETS Intangible assets as of December 31, 2022 and 2021 consisted of the following: December 31, 2022 2021 Mining Permit Package $ 68,739 $ 0 MC Mining 149,150 0 Carnegie ORR 117,623 0 Energy Technologies Inc 52,700 0 Coking Coal Financing LLC 53,978 0 RMC Environmental Services LLC 225,000 0 Texas Tech University 100,000 0 Pollinate 1,954 0 Total Intangible Assets $ 769,145 $ 0 Amortization Expense - Intangible Assets totaled $28,658 and $0 for the years ended December 31, and 2022, respectively. The estimated aggregate amortization on intangible assets for the calendar year 2023 is $75,227. 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, 2022. The impairment loss was recorded in the statement of operations as an operating expense. 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 11. The intangible will be amortized over the anticipated 15 year mining plan. 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 11. The intangible will be amortized over the 5 year useful life period of the underlying equipment. 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. Texas Tech University On July 31, 2022, the Company purchased payments that are owed to Texas Tech University from a third party for 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. 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 and an ongoing royalty from the sales of product created from the sponsored research agreement with Texas Tech University. The operator of the technology is a related entity and is described more in Note 11. The intangible will be treated as an indefinite lived asset. 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 $5.00 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 11. The intangible will be treated as an indefinite lived asset. |
RIGHT OF USE ASSETS
RIGHT OF USE ASSETS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
RIGHT OF USE ASSETS | ||
RIGHT OF USE ASSETS | 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 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. At September 30, 2023 and December 31, 2022, right of use assets and liabilities were comprised of the following: September 30, 2023 December 31, 2022 Assets: ROU asset $ 463,181 $ 181,006 Liabilities Current: Operating lease assets $ 32,951 11,876 Non-current Operating lease assets 428,909 $ 169,252 As of September 30, 2023, remaining maturities of lease liabilities were as follows: 2024 32,951 2025 36,401 2026 40,214 2027 50,326 2028 and thereafter 301,968 461,860 | NOTE 8 – 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 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. At December 31, 2022 and 2021, right of use assets and liabilities were comprised of the following: December 31, 2022 2021 Assets: ROU asset 181,006 0 Liabilities Current: Operating lease assets 11,876 0 Non-current Operating lease assets 169,252 0 As of December 31, 2022, remaining maturities of lease liabilities were as follows: 2023 11,876 2024 13,119 2025 14,494 2026 16,011 2027 and thereafter 125,628 181,128 |
ROUND A CONVERTIBLE DEBT
ROUND A CONVERTIBLE DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ROUND A CONVERTIBLE DEBT | ||
ROUND A CONVERTIBLE DEBT | NOTE 8 – ROUND A CONVERTIBLE DEBT As of September 30, 2023 and December 31, 2022, the amount outstanding under the Round A Convertible Debt amounted to: September 30, 2023 December 31, 2022 Gross principal value of convertible notes – related party $ 370,000 $ 370,000 Gross principal value of convertible notes – non-related party 2,359,150 1,959,150 Unamortized loan discounts (80,565 ) (141,638 ) Total convertible notes payable, Net $ 2,648,585 $ 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 $301,189 was recorded at September 30, 2023. The notes issued under the Round A Convertible Debt are due two years from the date of issuance or earlier if converted to Common Shares. Due dates range from October 2023 through June 2025. Related party Round A Convertible Debt payable as of September 30, 2023, holds the same terms as the other Round A Convertible Debt. | NOTE 9 – ROUND A CONVERTIBLE DEBT As of December 31, 2022, the amount outstanding under the Round A Convertible Debt amounted to: December 31, 2022 Gross principal value of convertible notes $ 4,010,905 Unamortized loan discounts (401,255 ) Total convertible notes payable - related party, Net $ 3,609,650 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 $253,768 and $47,397 was recorded at December 31, 2022 and 2021, respectively. The notes issued under the Round A Convertible Debt are due two years from the date of issuance or earlier if converted to Common Shares. Due dates range from June 2023 through December 2024. |
NOTE PAYABLE - RELATED PARTY
NOTE PAYABLE - RELATED PARTY | 9 Months Ended |
Sep. 30, 2023 | |
NOTE PAYABLE - RELATED PARTY | |
NOTE PAYABLE - RELATED PARTY | NOTE 9 –NOTE PAYABLE - RELATED PARTY As of September 30, 2023 and December 31, 2022, the amount outstanding of non-convertible Note Payable to related parties amounted to: September 30, 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 $261,526 was recorded at September 30, 2023. The related party note is due two years from the date of issuance and is due in October 2023. |
EQUITY TRANSACTIONS
EQUITY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
EQUITY TRANSACTIONS | ||
EQUITY TRANSACTIONS | NOTE 10– EQUITY TRANSACTIONS The Company initially authorized 10,000,000 shares of $0.01 par value common stock on June 21, 2021, the Company’s inception date. On November 22, 2021, the Company filed restated Articles of Incorporation, authorizing 100,000,000 shares of $0.01 par value of common stock (“Common shares”). Common shares have all right and voting privileges of standard common shares. Upon Company formation, 5,943,750 share of common stock were issued. On April 1, 2022, the Company issued 8,915 common shares for the purchase of payment rights. On April 15, 2022, the Company issued 236,974 common shares for the purchase of membership interest. On April 15, 2022, the Company issued 63,026 common shares for the conversion of debt. On September 24, 2022, the Company issued 1,540 common shares for service. On December 27, 2022, the Company issued 627,806 common shares for the purchase of membership interest. On December 31, 2022, the Company issued 8,270 common shares for service. On January 31, 2023 the Company issued 770 common shares for service. On July 2, 2023 the Company had one shareholder forfeit 3,080 common shares for service. As of September 30, 2023, 6,887,971 remain outstanding. New Warrant Issuances On June 12, 2023, the Company issued Common Stock Purchase Warrant “A-19” in conjunction with the issuance of $400,000 of Round A Convertible Notes. The warrant provides the option to purchase 15,385 Class A Common Shares at a price of $9.00. The warrants expire on June 12, 2025. The company uses the Black Scholes option pricing model to value its warrants and options. The significant inputs are as follows: Expected Dividend Yield 0 % Expected Volatility 57.76 % Risk Free Rate 4.61 % Weighted Average Expected Life of warrants 1.52 years Company Warrants: WARRANTS January 1, 2023 to September 30, 2023 Number of Warrants Weighted Average Exercise Price Weighted Average Contractual Life (Yrs) Aggregate Intrinsic Value Outstanding - September 30, 2023 181,902 $ 9.00 1.52 $ 0.00 Exercisable - September 30, 2023 181,902 $ 9.00 1.52 $ 0.00 Granted 0 $ 0.00 0.00 $ 0.00 Forfeited or Expired 0 $ 0.00 0.00 $ 0.00 Exercised 0 $ 0.00 0.00 $ 0.00 Outstanding - September 30, 2023 181,902 $ 9.00 1.52 $ 0.00 Exercisable - September 30, 2023 181,902 $ 9.00 1.52 $ 0.00 | NOTE 10– EQUITY TRANSACTIONS The Company initially authorized 10,000,000 shares of $0.01 par value common stock on June 21, 2021, the Company’s inception date. On November 22, 2021, the Company filed restated Articles of Incorporation, authorizing 100,000,000 shares of $0.01 par value of common stock (“Common shares”). Common shares have all right and voting privileges of standard common shares. Upon Company formation, 5,943,750 share of common stock were issued. On April 1, 2022, the Company issued 8,915 common shares for the purchase of payment rights. On April 15, 2022, the Company issued 236,974 common shares for the purchase of membership interest. On April 15, 2022, the Company issued 63,026 common shares for the conversion of debt. On September 24, 2022, the Company issued 1,540 common shares for service. On December 27, 2022, the Company issued 627,806 common shares for the purchase of membership interest. On December 31, 2022, the Company issued 8,270 common shares for service. As of December 31, 2022, 6,890,281 remain outstanding. New Warrant Issuances On January 4, 2022, the Company issued Common Stock Purchase Warrant “A-4” in conjunction with the issuance of $100,000 of Round A Convertible Notes. The warrant provides the option to purchase 3,847 Class A Common Shares at a price of $9.00. The warrants expire on January 4, 2024. On January 24, 2022, the Company issued Common Stock Purchase Warrant “A-3” in conjunction with the issuance of $50,000 of Round A Convertible Notes. The warrant provides the option to purchase 1,924 Class A Common Shares at a price of $9.00. The warrants expire on January 24, 2024. On January 31, 2022, the Company issued Common Stock Purchase Warrant “A-5” in conjunction with the issuance of $50,000 of Round A Convertible Notes. The warrant provides the option to purchase 1,924 Class A Common Shares at a price of $9.00. The warrants expire on January 31, 2024. On February 2, 2022, the Company issued Common Stock Purchase Warrants “A-6” and “A-7” in conjunction with the issuance of two of Round A Convertible Notes totaling $20,000. The warrants provide the option to purchase a combined total of 770 Class A Common Shares at a price of $9.00. The warrants expire on February 2, 2024. On February 8, 2022, the Company issued Common Stock Purchase Warrant “A-8” in conjunction with the issuance of $75,000 of Round A Convertible Notes. The warrant provides the option to purchase 2,885 Class A Common Shares at a price of $9.00. The warrants expire on February 8, 2024. On March 18, 2022, the Company issued Common Stock Purchase Warrant “A-9” in conjunction with the issuance of $295,000 of Round A Convertible Notes. The warrant provides the option to purchase 11,347 Class A Common Shares at a price of $9.00. The warrants expire on March 18, 2024. On March 23, 2022, the Company issued Common Stock Purchase Warrant “A-10” in conjunction with the issuance of $25,000 of Round A Convertible Notes. The warrant provides the option to purchase 962 Class A Common Shares at a price of $9.00. The warrants expire on March 23, 2024. On July 21, 2022, the Company issued Common Stock Purchase Warrant “A-11” in conjunction with the issuance of $150,000 of Round A Convertible Notes. The warrant provides the option to purchase 5,770 Class A Common Shares at a price of $9.00. The warrants expire on July 21, 2024. On August 16, 2022, the Company issued Common Stock Purchase Warrant “A-12” in conjunction with the issuance of $136,700 of Round A Convertible Notes. The warrant provides the option to purchase 5,258 Class A Common Shares at a price of $9.00. The warrants expire on August 16, 2024. On September 8, 2022, the Company issued Common Stock Purchase Warrant “A-13” in conjunction with the issuance of $213,800 of Round A Convertible Notes. The warrant provides the option to purchase 8,224 Class A Common Shares at a price of $9.00. The warrants expire on September 8, 2024. On September 8, 2022, the Company issued Common Stock Purchase Warrant “A-14” in conjunction with the issuance of $318,650 of Round A Convertible Notes. The warrant provides the option to purchase 12,256 Class A Common Shares at a price of $9.00. The warrants expire on September 8, 2024. On September 26, 2022, the Company issued Common Stock Purchase Warrant “A-15” in conjunction with the issuance of $300,000 of Round A Convertible Notes. The warrant provides the option to purchase 11,539 Class A Common Shares at a price of $9.00. The warrants expire on September 26, 2024. On October 19, 2022, the Company issued Common Stock Purchase Warrant “A-16” in conjunction with the issuance of $195,000 of Round A Convertible Notes. The warrant provides the option to purchase 7,500 Class A Common Shares at a price of $9.00. The warrants expire on October 19, 2024. On October 20, 2022, the Company issued Common Stock Purchase Warrant “A-17” in conjunction with the issuance of $100,000 of Round A Convertible Notes. The warrant provides the option to purchase 3,847 Class A Common Shares at a price of $9.00. The warrants expire on October 20, 2024. On December 20, 2022, the Company issued Common Stock Purchase Warrant “A-18” in conjunction with the issuance of $50,000 of Round A Convertible Notes. The warrant provides the option to purchase 1,924 Class A Common Shares at a price of $9.00. The warrants expire on December 20, 2024. The company uses the Black Scholes option pricing model to value its warrants and options. The significant inputs are as follows: Expected Dividend Yield 0 % Expected Volatility 57.76 % Risk Free Rate 4.04 % Weighted Average Expected Life of warrants 2.35 years Company Warrants: WARRANTS December 31, 2021 to December 31, 2022 Number of Warrants Weighted Average Exercise Price Weighted Average Contractual Life (Yrs) Aggregate Intrinsic Value Outstanding - December 31, 2021 86,540 $ 9.00 2.55 $ 0.00 Exercisable - December 31, 2021 86,540 $ 9.00 2.55 $ 0.00 Granted 79,977 $ 9.00 2.54 $ 0.00 Forfeited or Expired 0 $ 0.00 0.00 $ 0.00 Exercised 0 $ 0.00 0.00 $ 0.00 Outstanding - December 31, 2022 166,517 $ 9.00 2.54 $ 0.00 Exercisable - December 31, 2022 166,517 $ 9.00 2.54 $ 0.00 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
INCOME TAXES | |
INCOME TAXES | NOTE 12 – 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 $66,021 and $11,881 at December 31, 2022 and 2021, respectively, which was fully reserved. Deferred tax assets consist of net operating loss carryforwards in the amount of $77,902 and $11,881 at December 31, 2022 and 2021, respectively, which was fully reserved. The net operating loss carryforwards for year 2021 begin to expire in 2041. 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, 2022. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
AMERICAN ACQUISITION OPPORTUNITY INC. | ||
Basis of Presentation | 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 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. |
Interim Financial Information | Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted. In the opinion of management, these interim unaudited Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair presentation of the results for the periods presented. Results of operations for the three and nine months ended September 30, 2023, are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any other period. These financial statements should be read in conjunction with the Company’s 2022 audited financial statements and notes thereto which were filed on Form 10-K on March 25, 2023. | |
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. | 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. | 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. |
Deferred offering costs | Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering (as described in Note 4) and that were charged to stockholder’s equity upon the completion of the Initial Public Offering. | Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering (as described in Note 4) and that were charged to stockholder’s equity upon the completion of the Initial Public Offering. |
Net loss per share | The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture. At September 30, 2023, 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 loss per share is the same as basic loss per share for the periods presented. | 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, 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. |
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 September 30, 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. | 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, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account. |
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. | 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. | 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 | 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. | 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. |
Class A Common Stock Subject to Possible Redemption | The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC 480. Shares of Class A common stock subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Shares of conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. As discussed in Note 2, all of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022, 742,308 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value of redeemable Class A common stock. This method would view the end of the reporting period as if it were also the redemption date for the security. The change in the carrying value of redeemable Class A common stock also resulted in charges against additional paid-in capital and accumulated deficit. | |
Income Taxes | The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes 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 January 20, 2022, through September 30, 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 2022 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 as of September 30, 2023. | The Company uses the liability method of accounting for income taxes as set forth in ASC 740, Income Taxes 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, 2022, 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, 2022. |
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. | 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. |
ROYALTY MANAGEMENT CORPORATION | ||
Basis of Presentation | The consolidated financial statements include the accounts of the Company 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. 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. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. (“U. S. GAAP”). The Company adopted the calendar year as its basis of reporting. | The consolidated financial statements include the accounts of the Company 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. Coking Coal Financing LLC was acquired during April 2022 for the purpose of holding energy contracts. RMC Environmental Services LLC was formed during 2022 to conduct environmental consulting and services. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. (“U. S. GAAP”). The Company adopted the calendar year as its basis of reporting. |
Use of Estimates | The preparation of financial statements in conformity with GAAP requirements 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. | The preparation of financial statements in conformity with GAAP requirements 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. |
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. 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 carryforwards. 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 filed all required tax returns to date. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. | 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. 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 carryforwards. 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 filed all required tax returns to date. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. |
Recently issued accounting pronouncements | Management has determined that the impact of the following recent FASB pronouncements will not have a material impact on the financial statements. ASU 2020-10, Codification Improvements, effective for years beginning after December 15, 2020. ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable and other Costs, effective for years beginning after December 15, 2020. ASU 2020-06, Debt – Debt with Conversion and Other Options, effective for years beginning after December 15, 2021. Management is still evaluating the effects of this pronouncement ahead of its effective date. | Management has determined that the impact of the following recent FASB pronouncements will not have a material impact on the financial statements. ASU 2020-10, Codification Improvements, effective for years beginning after December 15, 2020. ASU 2020-08, Codification Improvements to Subtopic 310-20, Receivables – Nonrefundable and other Costs, effective for years beginning after December 15, 2020. ASU 2020-06, Debt – Debt with Conversion and Other Options, effective for years beginning after December 15, 2021. Management is still evaluating the effects of this pronouncement ahead of its effective date. |
Going Concern | The Company has suffered recurring losses from operations and currently a working capital deficit. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We plan to generate profits by expanding current coal operations as well as developing new coal operations. However, we will need to raise the funds required to do so through sale of our securities or through loans from third parties. We do not have any commitments or arrangements from any person to provide us with any additional capital. If additional financing is not available when needed, we may need to cease operations. We may not be successful in raising the capital needed to expand or develop operations. Management believes that actions presently being taken to obtain additional funding provide the opportunity for the Company to continue as a going concern. The accompanying financial statements have been prepared assuming the Company will continue as a going concern; no adjustments to the financial statements have been made to account for this uncertainty. | Going Concern: |
Risks 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. | 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. | 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 | The Company’s cash is maintained in bank deposit accounts which, at times, may exceed federally insured limits. To date, there have been no losses in such accounts. | The Company’s cash is maintained in bank deposit accounts which, at times, may exceed federally insured limits. To date, there have been no losses in such accounts. |
Restricted Cash | The Company 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 September 30, 2023 and December 31, 2022. September 30, December 31, 2023 2022 Cash $ 70,994 $ 433,343 Restricted Cash 176,800 176,800 Total cash and restricted cash presented in the statement of cash flows $ 247,794 $ 610,143 | The Company 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 year ended December 31, 2022 and 2021. December 31, 2022 2021 Cash $ 433,816 $ 0 Restricted Cash 176,800 0 Total cash and restricted cash presented in the statement of cash flows $ 610,616 $ 0 |
Allowance for Doubtful Accounts | The Company recognizes an allowance for losses on trade and other accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable amounts considered at risk or uncollectible. Allowance for trade receivables as of September 30, 2023 and December 31, 2022 amounted to $0 for both periods. Allowance for other accounts receivable, including interest, fee, convertible notes, and notes receivable as of September 30, 2023 and December 31, 2022 amounted to $0 for both periods. | The Company recognizes an allowance for losses on trade and other accounts receivable in an amount equal to the estimated probable losses net of recoveries. The allowance is based on an analysis of historical bad debt experience, current receivables aging and expected future write-offs, as well as an assessment of specific identifiable amounts considered at risk or uncollectible. Allowance for trade receivables as of December 31, 2022 and 2021 amount to $0, for both years. Allowance for other accounts receivable, including interest, fee, convertible notes, and notes receivable as of December 31, 2022 and 2021 amounted to $0 for both years. |
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. The Company has a convertible note outstanding. Principal and accrued interest is convertible into common shares at $6.50 per share. | 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. The Company has a convertible note outstanding. Principal and accrued interest is convertible into common shares at $6.50 per share. |
Loan Issuance Costs and Convertible Note Discounts | Loan Issuance Costs and Convertible Note Discounts | Loan Issuance Costs and Convertible Note Discounts |
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 September 30, 2023, all the revenue generating activity is undertaken in eastern Kentucky, Indiana, and Limpopo, South Africa. | 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, 2022, 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 September 30, 2023, associated with these leases amounted to $463,181. Right to use liabilities recorded on the balance sheet as of September 30, 2023, associated with these leases amounted to $461,860. | 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 office space under noncancelable operating leases, typically with initial terms of 10 years. Right to use assets recorded on the balance sheet as of December 31, 2022, associated with these leases amounted to $181,006. Right to use liabilities recorded on the balance sheet as of December 31, 2022, associated with these leases amounted to $181,128. |
WARRANTS (Tables)
WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
WARRANTS | |
Schedule of black Scholes option pricing model | 2022 2021 Expected Dividend Yield 0.00 % 0.0 % Expected volatility 1.55 % 11.1 % Risk-Free Rate 4.27 % 1.2 % Expected life of warrants 2.72 4.3 |
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, 2020 - $ - $ - Granted 4,777,364 $ 1 4.3 $ 2,770,871 Forfeited or Expired - Exercised - Outstanding December 31, 2021 4,777,364 $ 1 4.3 $ 2,770,871 Exercisable (vested) - December 31, 2021 4,777,364 $ 1 4.3 $ 2,770,871 Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2022 4,777,364 $ 0 3.3 $ 100,325 Exercisable (vested) - December 31, 2022 4,777,364 $ 0 3.3 $ 100,325 Weighted Weighted Average Aggregate Number of Average Contractual Intrinsic Private Warrants Warrants Exercise Price Life in Years Value Exercisable (vested) - December 31, 2020 - $ - $ - Granted 3,901,201 $ 0.58 4.3 $ 2,262,696.58 Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2021 3,901,201 $ 0.58 4.3 $ 2,262,696.58 Exercisable (vested) - December 31, 2021 3,901,201 $ 0.58 4.3 $ 2,262,696.58 Granted - $ - $ - Forfeited or Expired - $ - $ - Exercised - $ - $ - Outstanding December 31, 2022 3,901,201 $ 0.03 3.3 $ 101,431.23 Exercisable (vested) - December 31, 2022 3,901,201 $ 0.03 3.3 $ 101,431.23 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
FAIR VALUE MEASUREMENTS | ||
Schedule of fair value assets and liabilities measured on recurring basis | September 30, September 30, Description Level 2023 2022 Assets: Marketable securities held in Trust Account 1 $ 3,629,614 $ 7,548,977 Liabilities: Warrant Liability – Public Warrants 3 523,602 780,015 Warrant Liability – Private Warrants 3 187,258 600,850 | Description Level December 31, 2022 December 31, 2021 Assets: Marketable securities held in Trust Account 1 $ 7,613,762 $ 106,116,023 Liabilities: Warrant Liability – Public Warrants 3 110,182 3,036,301 Warrant Liability – Private Warrants 3 101,432 2,262,941 Commitments and Contingencies: Class A Common Stock 7,497,311 106,112,020 |
Schedule of changes in the fair value of warrant liabilities | Private Warrant Placement Public Liabilities Fair value as of January 1, 2022 $ 2,262,941 $ 3,036,301 $ 5,299,242 Initial measurement on March 19, 2022 1,662,091 ) (2,256,286 ) (3,918,377 Change in valuation inputs or other assumptions 600,850 780,015 1,380,865 ) Fair value as of September 30, 2022 2,262,941 $ 3,036,301 $ 5,299,242 Private Warrant Placement Public Liabilities Fair value as of January 1, 2023 $ 101,432 $ 110,182 $ 211,614 Change in valuation inputs or other assumptions 85,826 413,420 499,246 Fair value as of September 30, 2023 187,258 523,602 710,860 | Private Placement Public Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 19, 2021 3,610,000 4,700,000 8,310,000 Change in valuation inputs or other assumptions (1,347,059 ) (1,663,699 ) (3,010,758 ) Fair value as of December 31, 2021 2,262,941 3,036,301 5,299,242 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 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Restricted Cash | September 30, December 31, 2023 2022 Cash $ 70,994 $ 433,343 Restricted Cash 176,800 176,800 Total cash and restricted cash presented in the statement of cash flows $ 247,794 $ 610,143 | December 31, 2022 2021 Cash $ 433,816 $ 0 Restricted Cash 176,800 0 Total cash and restricted cash presented in the statement of cash flows $ 610,616 $ 0 |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | |
Schedule of restatement on each financial statement | As Previously Restated Reported Adjustments Balances Operating Activities Issuance of common shares for purchase of membership interest $ 9,498,705.00 $ (9,498,705.00 ) $ - Impairment loss on intangible asset - 2,000,000.00 2,000,000.00 Net Cash Provided by Operating Activities 7,867,401.00 (7,498,705.00 ) 368,696.00 Investing Activities Investments in Corporations and LLCs (9,864,309.00 ) 9,498,705.00 (365,604.00 ) Net Cash Used by Investing Activities (11,144,304.00 ) 9,498,705.00 (1,645,599.00 ) Financing Activities Proceeds from issuance of convertible notes 3,435,377.00 (2,000,000.00 ) 1,435,377.00 Net Cash Provided by Financing Activities 3,887,046.00 (2,000,000.00 ) 1,887,046.00 Net Cash Increase for the Year $ 610,143.00 $ - $ 610,143.00 Supplemental Information Issuance of common shares for purchase of membership interest 1,540,331.00 7,958,374.00 9,498,705.00 As Previously Restated Reported Adjustments Balances Intangible Assets. Net of accumulated amortization $ 769,145 $ (28,658 ) $ 740,487 Total Long-Term Assets 11,990,358 (28,658 ) 11,961,700 Total Assets 12,495,241 (28,658 ) 12,466,583 Accumulated Deficit (2,717,124 ) (28,658 ) (2,745,782 ) Total Stockholders’ Equity (Deficit) 8,181,145 (28,658 ) 8,152,487 Total Liabilities & Stockholders’ Equity (Deficit) 12,495,241 (28,658 ) 12,466,583 As Previously Restated Reported Adjustments Balances Amortization expense of intangibles $ 0 $ (28,658 ) $ (28,658 ) Total Other Income and Expense (407,304 ) (28,658 ) (435,962 ) Net Loss for the Period (2,660,547 ) (28,658 ) (2,689,205 ) |
INVESTMENTS IN CORPORATIONS A_2
INVESTMENTS IN CORPORATIONS AND LLCS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INVESTMENTS IN CORPORATIONS AND LLCS | ||
Schedule of Investments in corporations and llcs | September 30, 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 | December 31, 2022 2021 FUB Mineral LLC $ 617,243 $ 251,639 MaxPro Investment Holdings 9,498,705 0 Total Investments in corporations and llcs $ 10,115,948 $ 251,639 |
CONVERTIBLE NOTES RECEIVABLE (T
CONVERTIBLE NOTES RECEIVABLE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
CONVERTIBLE NOTES RECEIVABLE | ||
Schedule of CONVERTIBLE NOTES RECEIVABLE | September 30, 2023 December 31, 2022 Heart Water Inc. $ 500,000 $ 100,000 Advanced Magnetic Lab, Inc. 400,000 250,000 Total convertible notes receivable $ 900,000 $ 350,000 | December 31, 2022 2021 Heart Water Inc. $ 100,000 $ 0 Advanced Magnetic Lab, Inc. 250,000 0 Total convertible notes receivable $ 350,000 $ 0 |
NOTES RECEIVABLE (Tables)
NOTES RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NOTES RECEIVABLE | |
Schedule Of Notes Receivable | September 30, 2023 December 31, 2022 Ferrox Holdings Ltc $ 250,000 $ 250,000 Texas Tech University 100,000 0 Total notes receivable $ 350,000 $ 250,000 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
INTANGIBLE ASSETS | ||
Schedule of Intangible assets | September 30, 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 (85,078 ) (28,658 ) Total Intangible Assets $ 539,066 $ 740,487 | December 31, 2022 2021 Mining Permit Package $ 68,739 $ 0 MC Mining 149,150 0 Carnegie ORR 117,623 0 Energy Technologies Inc 52,700 0 Coking Coal Financing LLC 53,978 0 RMC Environmental Services LLC 225,000 0 Texas Tech University 100,000 0 Pollinate 1,954 0 Total Intangible Assets $ 769,145 $ 0 |
RIGHT OF USE ASSETS (Tables)
RIGHT OF USE ASSETS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
RIGHT OF USE ASSETS | ||
Schedule of right of use assets and liabilities | September 30, 2023 December 31, 2022 Assets: ROU asset $ 463,181 $ 181,006 Liabilities Current: Operating lease assets $ 32,951 11,876 Non-current Operating lease assets 428,909 $ 169,252 | December 31, 2022 2021 Assets: ROU asset 181,006 0 Liabilities Current: Operating lease assets 11,876 0 Non-current Operating lease assets 169,252 0 |
Schedule of maturities of lease liabilities | As of September 30, 2023, remaining maturities of lease liabilities were as follows: 2024 32,951 2025 36,401 2026 40,214 2027 50,326 2028 and thereafter 301,968 461,860 | 2023 11,876 2024 13,119 2025 14,494 2026 16,011 2027 and thereafter 125,628 181,128 |
ROUND A CONVERTIBLE DEBT (Table
ROUND A CONVERTIBLE DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
ROUND A CONVERTIBLE DEBT | ||
Schedule of Round A Convertible Debt amounted | September 30, 2023 December 31, 2022 Gross principal value of convertible notes – related party $ 370,000 $ 370,000 Gross principal value of convertible notes – non-related party 2,359,150 1,959,150 Unamortized loan discounts (80,565 ) (141,638 ) Total convertible notes payable, Net $ 2,648,585 $ 2,187,512 | December 31, 2022 Gross principal value of convertible notes $ 4,010,905 Unamortized loan discounts (401,255 ) Total convertible notes payable - related party, Net $ 3,609,650 |
NOTE PAYABLE - RELATED PARTY (T
NOTE PAYABLE - RELATED PARTY (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NOTE PAYABLE - RELATED PARTY | |
Schedule of non-convertible Note Payable to related parties | September 30, 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 |
EQUITY TRANSACTIONS (Tables)
EQUITY TRANSACTIONS (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
EQUITY TRANSACTIONS | ||
Summary of value ofwarrants and options | Expected Dividend Yield 0 % Expected Volatility 57.76 % Risk Free Rate 4.61 % Weighted Average Expected Life of warrants 1.52 years | Expected Dividend Yield 0 % Expected Volatility 57.76 % Risk Free Rate 4.04 % Weighted Average Expected Life of warrants 2.35 years |
Schedule Of Warrants | WARRANTS January 1, 2023 to September 30, 2023 Number of Warrants Weighted Average Exercise Price Weighted Average Contractual Life (Yrs) Aggregate Intrinsic Value Outstanding - September 30, 2023 181,902 $ 9.00 1.52 $ 0.00 Exercisable - September 30, 2023 181,902 $ 9.00 1.52 $ 0.00 Granted 0 $ 0.00 0.00 $ 0.00 Forfeited or Expired 0 $ 0.00 0.00 $ 0.00 Exercised 0 $ 0.00 0.00 $ 0.00 Outstanding - September 30, 2023 181,902 $ 9.00 1.52 $ 0.00 Exercisable - September 30, 2023 181,902 $ 9.00 1.52 $ 0.00 | WARRANTS December 31, 2021 to December 31, 2022 Number of Warrants Weighted Average Exercise Price Weighted Average Contractual Life (Yrs) Aggregate Intrinsic Value Outstanding - December 31, 2021 86,540 $ 9.00 2.55 $ 0.00 Exercisable - December 31, 2021 86,540 $ 9.00 2.55 $ 0.00 Granted 79,977 $ 9.00 2.54 $ 0.00 Forfeited or Expired 0 $ 0.00 0.00 $ 0.00 Exercised 0 $ 0.00 0.00 $ 0.00 Outstanding - December 31, 2022 166,517 $ 9.00 2.54 $ 0.00 Exercisable - December 31, 2022 166,517 $ 9.00 2.54 $ 0.00 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Mar. 22, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Initial Public Offering price | $ 10.10 | ||||
Deferred Underwriter fees | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | ||
Percentage of fair market value | 80% | ||||
Acquires outstanding voting securities in percentage | 50% | ||||
Proceeds received from intial public offer | $ 101,000,000 | $ 0 | $ 0 | ||
Total transaction cost | 4,910,297 | ||||
Underwriting fees | 1,000,000 | ||||
Other offering cost | 410,297 | ||||
Net proceeds of intial public offer | 101,000,000 | ||||
Intangible assets amount upon business combination | $ 5,000,001 | ||||
Redemption right descriptions | the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company’s prior written consent | ||||
Business combination descriptions | If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares | ||||
Gross proceeds of intial public offer | $ 100,000,000 | ||||
Gross proceeds from sale of private placement | 0 | $ 0 | |||
Private Placement [Member] | |||||
Gross proceeds from sale of private placement | $ 3,800,000 | $ 3,800,000 | $ 3,800,000 | ||
Intial public offer shares sold | 10,000,000 | ||||
Sale of private placement | 3,800,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Narrative)) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Warrants Exercise Price | $ 0.01 | $ 0.01 |
AmericanAcquistionOpportunity [Member] | ||
Initial Public Offering | 10,000,000 | 10,000,000 |
Purchase Price Per Share | $ 10 | $ 10 |
Warrants Exercise Price | $ 11.50 | $ 11.50 |
PRIVATE PLACEMENT (Details Narr
PRIVATE PLACEMENT (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 22, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Gross Proceeds From Sale Of Private Placement | $ 0 | $ 0 | ||
Gross proceeds | $ 101,000,000 | $ 0 | $ 0 | |
April 1, 2021 [Member] | ||||
Sale of additional Warrants | 101,621 | |||
Gross proceeds | $ 101,621 | |||
Private Placement [Member] | ||||
Aggregate Amount Of Placement Unit | 3,800,000 | 3,800,000 | ||
Price Per Share | $ 1 | $ 1 | ||
Gross Proceeds From Sale Of Private Placement | $ 3,800,000 | $ 3,800,000 | $ 3,800,000 | |
Additional Shares Purchase Of Placement Units, Shares | 300,000 | 300,000 | ||
Additional Shares Purchase Of Placement Units, Amount | $ 300,000 | $ 300,000 |
SHAREHOLDERS EQUITY (Details Na
SHAREHOLDERS EQUITY (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 22, 2021 | Jan. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 27, 2022 | Apr. 15, 2022 | Apr. 01, 2022 | Dec. 31, 2021 | Nov. 22, 2021 | Jun. 21, 2021 | |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000,000 | |||||
Class A Common Stock, Par Value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Common Stock, Shares issued | 6,887,971 | 6,890,281 | 627,806 | 236,974 | 8,915 | 5,943,750 | 5,943,750 | |||
Common Stock, Shares outstanding | 6,887,971 | 6,890,281 | 5,943,750 | |||||||
Class A Common Stock [Member] | ||||||||||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||
Class A Common Stock, Par Value | $ 0.0001 | $ 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 | 742,308 | 742,308 | 10,506,002 | |||||||
Common Stock, Shares outstanding | 742,308 | 742,308 | 10,506,002 | |||||||
Preferred Stock [Member] | ||||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||
Preferred stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Class B Common Stock [Member] | ||||||||||
Common Stock, Shares Authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Class A Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common Stock, Shares issued | 2,726,500 | 2,875,000 | 2,975,000 | |||||||
Common Stock, Shares outstanding | 2,726,500 | 2,875,000 | 2,975,000 | |||||||
Common stock shares, subject to possible redemption | 2,875,000 | |||||||||
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% | 20% | 20% |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2023 | Dec. 31, 2022 | Mar. 22, 2022 | Feb. 01, 2022 | Jan. 31, 2022 | Jan. 24, 2022 | Oct. 31, 2021 | Oct. 02, 2021 | Mar. 22, 2021 | |
Administrative Services Arrangement Paid Amount | $ 210,000 | $ 120,000 | |||||||
Administrative Services Expenses | 90,000 | ||||||||
Related Party Loans | $ 1,500,000 | $ 1,500,000 | |||||||
Warrant Convertible Price Per Share | $ 1 | $ 1 | |||||||
Advance From Related Party Loans | $ 760,000 | $ 760,000 | |||||||
Sponsor [Member] | |||||||||
Related Party Loans | $ 800,000 | $ 800,000 | |||||||
Advance From Related Party Loans | 777,294 | 485,900 | |||||||
Related Party, Amount Outstanding | 0 | 239,825 | $ 0 | ||||||
Service Expenses | $ 10,000 | $ 10,000 | |||||||
Wabash Enterprises LLC [Member] | Royalty Management Corporation [Member] | |||||||||
Convertible Note | $ 50,000 | ||||||||
Warrants issued | 1,924 | ||||||||
Westside Advisors LLC [Member] | Royalty Management Corporation [Member] | |||||||||
Convertible Note | $ 2,000,000 | ||||||||
Warrants issued | 6,924 | ||||||||
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 |
WARRANTS (Details)
WARRANTS (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Expected Dividend Yield | 0% | ||
Expected volatility | 57.76% | 57.76% | |
Risk-Free Rate | 4.61% | 4.04% | |
Expected life of warrants | 1 year 6 months 7 days | 2 years 4 months 6 days | |
AMERICAN ACQUISITION OPPORTUNITY INC. | |||
Expected Dividend Yield | 0% | 0% | |
Expected volatility | 1.55% | 11.10% | |
Risk-Free Rate | 4.27% | 1.20% | |
Expected life of warrants | 2 years 8 months 19 days | 4 years 3 months 18 days |
WARRANTS (Details 1)
WARRANTS (Details 1) - Public Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Warrants Exercisable (vested) ,Beginning | 0 | |
Number of Warrants Granted | 4,777,364 | |
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 | 1 |
Weighted Average Exercise Price Outstanding | 0 | 1 |
Weighted Average Exercise Price Exercisable (vested) ,ending | $ 0 | $ 1 |
Weiighted average contractual life granted | 4 years 3 months 18 days | |
Weighted average contractual life Outstanding | 3 years 3 months 18 days | 3 years 3 months 18 days |
Weighted average contractual life Warrants Exercisable (vested) | 4 years 3 months 18 days | 4 years 3 months 18 days |
Aggregate Intrinsic value Exercisable (Vested) | $ 2,770,871 | $ 0 |
Aggregate Intrinsic value Granted | 0 | 0 |
Aggregate Intrinsic value Forfeited or Expired | 0 | 0 |
Aggregate Intrinsic value Exercised | 0 | 0 |
Aggregate Intrinsic value Outstanding | 100,325 | 2,770,871 |
Aggregate Intrinsic value Exercisable (vested) Endining | $ 100,325 | $ 2,770,871 |
WARRANTS (Details 2)
WARRANTS (Details 2) - Private Warrant [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Warrants Exercisable (vested) ,Beginning | 3,901,201 | 0 |
Number of Warrants Granted | 0 | 3,901,201 |
Number of Warrants Forfeited or Expired | 0 | 0 |
Number of Warrants Exercised | 0 | 0 |
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 | 0.58 |
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 | 4 years 3 months 18 days | |
Weighted average contractual life Outstanding | 3 years 3 months 18 days | 4 years 3 months 18 days |
Weighted average contractual life Warrants Exercisable (vested) | 3 years 3 months 18 days | 4 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 | 0 | 0 |
Aggregate Intrinsic value Exercisable (vested) Endining | $ 101,431 | $ 2,262,696 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - $ / shares | 9 Months Ended | 12 Months Ended | |||||||||||||||
Sep. 30, 2023 | Dec. 31, 2022 | Jun. 12, 2023 | Dec. 20, 2022 | Oct. 20, 2022 | Oct. 19, 2022 | Sep. 26, 2022 | Sep. 08, 2022 | Aug. 16, 2022 | Jul. 21, 2022 | Mar. 23, 2022 | Mar. 18, 2022 | Feb. 08, 2022 | Feb. 02, 2022 | Jan. 31, 2022 | Jan. 24, 2022 | Jan. 04, 2022 | |
Gross proceeds from issuances represent more than total equity proceeds | 60% | 60% | |||||||||||||||
Exercise price of the warrants equal to higher of the Market Value | 115% | 115% | |||||||||||||||
Price Per Warrant | $ 0.01 | $ 0.01 | |||||||||||||||
Issuance price per share | 9.20 | 9.20 | |||||||||||||||
Redemption trigger price | $ 18 | $ 18 | |||||||||||||||
Redemption trigger price equal to higher of the Market Value | 180% | 180% | |||||||||||||||
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 | ||||||||||||||||
Issuance Price Per Share | $ 9.20 | $ 9.20 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Class A Common Stock [Member] | ||||
Warrant Liability | $ 7,497,311 | $ 106,112,020 | ||
Level 1 [Member] | ||||
Marketable Securities Held In Trust Account | $ 3,629,614 | 7,613,762 | $ 7,548,977 | 106,116,023 |
Level 3 [Member] | Public Warrant [Member] | ||||
Warrant Liability | 523,602 | 110,182 | 780,015 | 3,036,301 |
Level 3 [Member] | Private Warrant [Member] | ||||
Warrant Liability | $ 187,258 | $ 101,432 | $ 600,850 | $ 2,262,941 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrant Liabilities [Member] | ||||
Fair Value Of Warrant Liabilities, Beginning | $ 211,614 | $ 5,299,242 | $ 5,299,242 | $ 0 |
Initial Measurement | (3,918,377) | 8,310,000 | ||
Change In Valuation Inputs Or Other Assumptions | 499,246 | 1,380,865 | (5,087,629) | (3,010,758) |
Fair Value Of Warrant Liabilities, Ending | 710,860 | 5,299,242 | 211,613 | 5,299,242 |
Private Placement [Member] | ||||
Fair Value Of Warrant Liabilities, Beginning | 101,432 | 2,262,941 | 2,262,941 | 0 |
Initial Measurement | (1,662,091) | 3,610,000 | ||
Change In Valuation Inputs Or Other Assumptions | 85,826 | 600,850 | (2,161,510) | (1,347,059) |
Fair Value Of Warrant Liabilities, Ending | 187,258 | 2,262,941 | 101,431 | 2,262,941 |
Public [Member] | ||||
Fair Value Of Warrant Liabilities, Beginning | 110,182 | 3,036,301 | 3,036,301 | 0 |
Initial Measurement | (2,256,286) | 4,700,000 | ||
Change In Valuation Inputs Or Other Assumptions | 413,420 | 780,015 | (2,926,119) | (1,663,699) |
Fair Value Of Warrant Liabilities, Ending | $ 523,602 | $ 3,036,301 | $ 110,182 | $ 3,036,301 |
FAIR VALUE MEASUREMENTS (Deta_3
FAIR VALUE MEASUREMENTS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | Mar. 19, 2021 | |
purchase price | $ 8 | $ 8 | |||
Cash Held in Trust account | $ 7,548,977 | $ 7,613,762 | $ 3,629,614 | $ 106,116,023 | |
Private Warrant [Member] | |||||
Fair value per unit | $ 0.026 | $ 0.95 | |||
Public Warrant [Member] | |||||
Fair value per unit | $ 0.021 | $ 0.94 | |||
LBX Tokens [Member] | |||||
Convertible note | $ 2,000,000 | $ 2,000,000 | |||
warrants | 76,924 | 76,924 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Mar. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 22, 2022 | Jun. 28, 2022 | Dec. 31, 2021 | |
Gross proceeds of intial public offer | $ 100,000,000 | |||||
Enterprise value | $ 111,000,000 | |||||
Aggregate Purchase Price | $ 10.35 | |||||
Deferred underwriter commissions | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | |||
Holding Shares | 1,123,499 | |||||
Underwriting Agreement [Member] | Intial Public Offer [Member] | ||||||
Agreement descriptions | The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters partially exercised their option and purchased 506,002 additional units at a per unit price of $10.00 | The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting discounts and commissions | ||||
Cash underwriting discount, percentage | 1% | 1% | ||||
Gross proceeds of intial public offer | $ 1,000,000 | $ 1,000,000 | ||||
Gross proceeds of intial public offer, maximum amount | $ 1,150,000 | |||||
Deferred underwriting discount, percentage | 3.50% | 3.50% | ||||
Deferred underwriter commissions | $ 3,500,000 | $ 3,500,000 | ||||
Deferred underwriter commissions, maximum amount | $ 4,025,000 | $ 4,025,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 1 Months Ended | |||
Jan. 02, 2023 | Mar. 21, 2023 | Dec. 21, 2022 | Jan. 01, 2023 | |
Additional shares redeemed | 216,697 | |||
Shares of redeemable Class A common stock | 525,611 | |||
RMC Environmental Services LLC | ||||
Monthly rent | $ 2,000 | |||
gross revenues | 20% | |||
Lease term | 5 years | |||
Advanced Magnet Lab, Inc | ||||
Convertible Promissory Note Issued | $ 50,000 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
Cash | $ 70,994 | $ 433,343 | $ 0 |
Restricted Cash | 176,800 | 176,800 | 0 |
Total cash and restricted cash presented in the statement of cash flows | $ 247,794 | $ 610,143 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted Cash | $ 176,800 | $ 176,800 | $ 0 |
Amortization expense | 351,460 | 424,922 | |
Convertible debt interest | 660,407 | 722,717 | |
Operating lease right-of-use assets | 463,181 | 181,006 | 0 |
Operating lease right-of-use liability | 461,860 | 181,128 | |
Federal insured limit | 250,000 | $ 250,000 | |
Lease term | 10 years | ||
Allowance for trade receivables | 0 | $ 0 | 0 |
Allowance for account receivables | $ 0 | $ 0 | $ 0 |
Conversion price | $ 6.50 | $ 6.50 | |
Minimum | |||
Lease term | 5 years | ||
Maximum | |||
Lease term | 21 years |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS AS OF December 31, 2022 (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
As Previously Reported [Member] | |
Issuance of common shares for purchase of membership interest | $ (9,498,705) |
Issuance of common shares for purchase of membership interest | 9,498,705 |
Impairment loss on intangible asset | 0 |
Net Cash Provided by Operating Activities | 7,867,401 |
Investments in Corporations and LLCs | (9,864,309) |
Net Cash Used by Investing Activities | (11,144,304) |
Proceeds from issuance of convertible notes | 3,435,377 |
Net Cash Provided by Financing Activities | 3,887,046 |
Net Cash Increase for the Year | 610,143 |
Issuance of common share for purchase of membership interest | 1,540,331 |
Restated [Member] | |
Issuance of common shares for purchase of membership interest | 0 |
Issuance of common shares for purchase of membership interest | 0 |
Impairment loss on intangible asset | 2,000,000 |
Net Cash Provided by Operating Activities | 368,696 |
Investments in Corporations and LLCs | (365,604) |
Net Cash Used by Investing Activities | (1,645,599) |
Proceeds from issuance of convertible notes | 1,435,377 |
Net Cash Provided by Financing Activities | 1,887,046 |
Net Cash Increase for the Year | 610,143 |
Issuance of common share for purchase of membership interest | 9,498,705 |
Adjustments [Member] | |
Issuance of common shares for purchase of membership interest | (9,498,705) |
Issuance of common shares for purchase of membership interest | 9,498,705 |
Impairment loss on intangible asset | 2,000,000 |
Net Cash Provided by Operating Activities | (7,498,705) |
Investments in Corporations and LLCs | 9,498,705 |
Net Cash Used by Investing Activities | 9,498,705 |
Proceeds from issuance of convertible notes | (2,000,000) |
Net Cash Provided by Financing Activities | (2,000,000) |
Net Cash Increase for the Year | 0 |
Issuance of common share for purchase of membership interest | $ 7,958,374 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS AS OF December 31, 2022 (Details 1) - USD ($) | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 20, 2021 |
Total Stockholders' Equity (Deficit) | $ 7,392,142 | $ 7,693,617 | $ 7,883,142 | $ 8,152,487 | $ (1,210,740) | $ (1,110,467) | $ 487,160 | $ 29,967 | $ 0 |
As Previously Reported [Member] | |||||||||
Intangible Assets. Net of accumulated amortization | 769,145 | ||||||||
Total Long-Term Assets | 11,990,358 | ||||||||
Total Assets | 12,495,241 | ||||||||
Accumulated Deficit | (2,717,124) | ||||||||
Total Stockholders' Equity (Deficit) | 8,181,145 | ||||||||
Total Liabilities & Stockholders' Equity (Deficit) | 12,495,241 | ||||||||
Total Long-Term Assets | (11,990,358) | ||||||||
Total Assets | (12,495,241) | ||||||||
Total Liabilities & Stockholders' Equity (Deficit) | (12,495,241) | ||||||||
Restated [Member] | |||||||||
Intangible Assets. Net of accumulated amortization | 740,487 | ||||||||
Total Long-Term Assets | 11,961,700 | ||||||||
Total Assets | 12,466,583 | ||||||||
Accumulated Deficit | (2,745,782) | ||||||||
Total Stockholders' Equity (Deficit) | 8,152,487 | ||||||||
Total Liabilities & Stockholders' Equity (Deficit) | 12,466,583 | ||||||||
Total Long-Term Assets | (11,961,700) | ||||||||
Total Assets | (12,466,583) | ||||||||
Total Liabilities & Stockholders' Equity (Deficit) | (12,466,583) | ||||||||
Adjustments [Member] | |||||||||
Intangible Assets. Net of accumulated amortization | (28,658) | ||||||||
Total Long-Term Assets | 28,658 | ||||||||
Total Assets | 28,658 | ||||||||
Accumulated Deficit | (28,658) | ||||||||
Total Stockholders' Equity (Deficit) | (28,658) | ||||||||
Total Liabilities & Stockholders' Equity (Deficit) | 28,658 | ||||||||
Total Long-Term Assets | (28,658) | ||||||||
Total Assets | (28,658) | ||||||||
Total Liabilities & Stockholders' Equity (Deficit) | $ (28,658) |
RESTATEMENT OF PREVIOUSLY ISS_5
RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS AS OF December 31, 2022 (Details 2) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization expense of intangibles | $ 56,420 | $ 28,658 | $ 0 | |||||||
Net Income | $ (301,475) | $ (220,295) | $ (274,345) | $ (189,394) | $ (2,096,446) | $ (189,054) | $ (56,577) | (2,689,205) | ||
As Previously Reported [Member] | ||||||||||
Amortization expense of intangibles | 0 | |||||||||
Total Other Income and Expense | (407,304) | |||||||||
Net Income | (2,660,547) | |||||||||
Restated [Member] | ||||||||||
Amortization expense of intangibles | (28,658) | |||||||||
Total Other Income and Expense | (435,962) | |||||||||
Net Income | (2,689,205) | |||||||||
Adjustments [Member] | ||||||||||
Amortization expense of intangibles | (28,658) | |||||||||
Total Other Income and Expense | (28,658) | |||||||||
Net Income | $ (28,658) |
INVESTMENTS IN CORPORATIONS A_3
INVESTMENTS IN CORPORATIONS AND LLCS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
INVESTMENTS IN CORPORATIONS AND LLCS | |||
FUB Mineral LLC | $ 614,147 | $ 617,243 | $ 251,639 |
MaxPro Investment Holdings | 9,498,705 | 9,498,705 | 0 |
Total Investments in corporations and llcs | $ 10,112,852 | $ 10,115,948 | $ 251,639 |
INVESTMENTS IN CORPORATIONS A_4
INVESTMENTS IN CORPORATIONS AND LLCS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 27, 2022 | Dec. 23, 2022 | Apr. 15, 2022 | Apr. 01, 2022 | Jun. 21, 2021 | |
Pass through activity | $ 0 | $ 165,604 | $ 1,639 | |||||
Ownership percentage | 9.90% | |||||||
FUB Mineral LLC | $ 614,147 | $ 617,243 | $ 251,639 | |||||
Common Stock, Shares issued | 6,887,971 | 6,890,281 | 5,943,750 | 627,806 | 236,974 | 8,915 | 5,943,750 | |
Maxpro Invest Holdings Inc. [Member] | ||||||||
Common Stock, Shares issued | 95,000,000 | |||||||
Common stock shares, subject to possible redemption | 627,806 | |||||||
October 1, 2021 [Member] | FUB Mineral LLC [Member] | ||||||||
Membership interest | 38.45% | |||||||
FUB Mineral LLC | $ 250,000 | |||||||
On February 1, 2022 [Member] | FUB Mineral LLC [Member] | ||||||||
FUB Mineral LLC | $ 200,000 |
CONVERTIBLE NOTES RECEIVABLE (D
CONVERTIBLE NOTES RECEIVABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
CONVERTIBLE NOTES RECEIVABLE | $ 900,000 | $ 350,000 | $ 0 |
Advanced Magnetic Lab, Inc. [Member] | |||
CONVERTIBLE NOTES RECEIVABLE | 400,000 | 250,000 | 0 |
Heart Water Inc. [Member] | |||
CONVERTIBLE NOTES RECEIVABLE | $ 500,000 | $ 100,000 | $ 0 |
CONVERTIBLE NOTES RECEIVABLE _2
CONVERTIBLE NOTES RECEIVABLE (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Jun. 16, 2023 | Feb. 21, 2023 | Dec. 21, 2022 | Dec. 31, 2022 | Dec. 02, 2022 | |
Advanced Magnetic Lab, Inc. [Member] | |||||
Description for promissory note | 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 | ||||
Convertible Promissory Note | $ 50,000 | ||||
Advance payment by owner | $ 250,000 | ||||
Converted into Common stock | 166,667 | ||||
Muturity date | Dec. 21, 2024 | ||||
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 | ||||
Heart Water Inc. [Member] | |||||
Annual interest rate for promissory note | 8% | ||||
Convertible Promissory Note | $ 400,000 | ||||
Advance payment by owner | $ 100,000 |
NOTES RECEIVABLE (Details)
NOTES RECEIVABLE (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Notes Receivable | $ 350,000 | $ 250,000 |
Ferrox Holdings Ltd. [Member] | ||
Notes Receivable | 250,000 | 250,000 |
Texas Tech University [Member] | ||
Notes Receivable | $ 100,000 | $ 0 |
NOTES RECEIVABLE (Details Narra
NOTES RECEIVABLE (Details Narrative) - USD ($) | 9 Months Ended | ||||
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 22, 2021 | Jun. 21, 2021 | |
Common stock par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 |
Ferrox Holdings Ltd. [Member] | |||||
Interest rate | 7% | ||||
Common stock par value | $ 0.15 | ||||
Common shares | 833,335 | ||||
Texas Tech University [Member] | |||||
Outstanding paid | $ 100,000 | ||||
Outstanding debt | $ 184,662 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Intangible assets | $ 0 | $ 0 | |
Less: Accumulated Amortization | $ (85,078) | (28,658) | |
Total intangible assets | 539,066 | 740,487 | |
Energy Technologies Inc [Member] | |||
Intangible assets | 52,700 | 52,700 | 0 |
Carnegie ORR [Member] | |||
Intangible assets | 117,623 | 117,623 | 0 |
Coking Coal Financing LLC [Member] | |||
Intangible assets | 8,978 | 53,978 | 0 |
MC Mining [Member] | |||
Intangible assets | 149,150 | 149,150 | 0 |
Mining Permit Package [Member] | |||
Intangible assets | 68,739 | 68,739 | 0 |
Pollinate [Member] | |||
Intangible assets | 1,954 | 1,954 | 0 |
Texas Tech University [Member] | |||
Intangible assets | 0 | 100,000 | 0 |
RMC Environmental Services LLC | |||
Intangible assets | $ 225,000 | $ 225,000 | $ 0 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) | Sep. 30, 2023 USD ($) |
Future amortization expense | |
2024 | $ 75,227 |
2025 | 75,227 |
2026 | 75,227 |
2027 | 71,477 |
2028 and thereafter | 230,976 |
Total | $ 528,134 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization expense | $ 56,420 | $ 28,658 | $ 0 |
Purchase price per token | 8 | 8 | |
Estimated amortization expense for the year | 75,227 | ||
Intangible assets | 0 | 0 | |
Energy Technologies Inc [Member] | |||
Intangible assets | $ 52,700 | $ 52,700 | 0 |
Amortization contract period | 5 years | 5 years | |
Carnegie ORR [Member] | |||
Intangible assets | $ 117,623 | $ 117,623 | 0 |
Amortization contract period | 15 years | 15 years | |
Coking Coal Financing LLC [Member] | |||
Fee for contract payable per month | $ 5,000 | $ 5,000 | |
Intangible assets | 8,978 | 53,978 | 0 |
Shares issued | 236,974 | 236,974 | |
MC Mining [Member] | |||
Intangible assets | $ 149,150 | 149,150 | 0 |
Amortization contract period | 30 years | ||
Rental income per month | $ 2,500 | ||
Total monthly rental income paid in full | 80% | ||
Shares issued | $ 89,150 | ||
Mining Permit Package [Member] | |||
Intangible assets | $ 68,739 | $ 68,739 | 0 |
Amortization contract period | 10 years | 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 | ||
Pollinate [Member] | |||
Intangible assets | $ 1,954 | $ 1,954 | 0 |
Honey royalty agreement description | 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 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 $5.00 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 | 76,924 | |
Purchase price per token | $ 8 | $ 8 | |
Fair value assigned | 0 | 0 | |
Convertible Debt | 2,000,000 | 2,000,000 | |
Proceeds from issuance of convertible notes | 2,000,000 | 2,000,000 | |
RMC Environmental Services LLC | |||
Intangible assets | $ 225,000 | $ 225,000 | $ 0 |
Amortization contract period | 5 years | 5 years |
RIGHT OF USE ASSETS (Details)
RIGHT OF USE ASSETS (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
RIGHT OF USE ASSETS | |||
ROU asset | $ 463,181 | $ 181,006 | $ 0 |
Liabilities | |||
Operating lease assets current | 32,951 | 11,876 | 0 |
Operating lease assets non-current | $ 428,909 | $ 169,252 | $ 0 |
RIGHT OF USE ASSETS (Details 1)
RIGHT OF USE ASSETS (Details 1) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
RIGHT OF USE ASSETS | ||
2027 and thereafter | $ 50,326 | $ 125,628 |
2028 and thereafter | 301,968 | |
2023 | 11,876 | |
2024 | 32,951 | 13,119 |
2025 | 36,401 | 14,494 |
2026 | 40,214 | 16,011 |
Total lease liabilities | $ 461,860 | $ 181,128 |
RIGHT OF USE ASSETS (Details Na
RIGHT OF USE ASSETS (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Discounted lease payment rate | 10% | 10% |
Hamilton County, Indiana | ||
Monthly rent | $ 2,000 | |
gross revenues | 20% | |
Lease term | 5 years | |
12115 Visionary Way, Ste 174, Fishers, IN 46038 | ||
Monthly rent | $ 2,143 | $ 2,143 |
Lease term | 10 years | 10 years |
1845 South KY Highway 15 South, Hazard, KY 41701 | ||
Monthly rent | $ 250 | $ 250 |
Lease term | 10 years | 10 years |
Kentucky [Member] | ||
Monthly rent | $ 2,000 | |
Lease term | 21 years |
ROUND A CONVERTIBLE DEBT (Detai
ROUND A CONVERTIBLE DEBT (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Unamortized loan discounts | $ (80,565) | $ (141,638) |
ROUND A CONVERTIBLE DEBT [Member] | ||
Gross principal value of convertible notes | 4,010,905 | |
Unamortized loan discounts | (401,255) | |
Total convertible notes payable - related party, Net | $ 3,609,650 |
ROUND A CONVERTIBLE DEBT (Det_2
ROUND A CONVERTIBLE DEBT (Details 1) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
ROUND A CONVERTIBLE DEBT | ||
Gross principal value of convertible notes - related party | $ 370,000 | $ 370,000 |
Gross principal value of convertible notes - non-related party | 2,359,150 | 1,959,150 |
Unamortized loan discounts | (80,565) | (141,638) |
Total convertible notes payable, Net | $ 2,648,585 | $ 2,187,512 |
ROUND A CONVERTIBLE DEBT (Det_3
ROUND A CONVERTIBLE DEBT (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
ROUND A CONVERTIBLE DEBT | |||
Interest rate | 10% | 10% | |
Conversion price | $ 6.50 | $ 6.50 | |
Accrued interest | $ 301,189 | $ 253,768 | $ 47,397 |
Due dates | October 2023 through June 2025 | June 2023 through December 2024 |
NOTE PAYABLE - RELATED PARTY (D
NOTE PAYABLE - RELATED PARTY (Details) - USD ($) | Sep. 30, 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 _2
NOTE PAYABLE - RELATED PARTY (Details Narrative) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
NOTE PAYABLE - RELATED PARTY | |||
Interest rate | 10% | 34% | 21% |
EQUITY TRANSACTIONS (Details)
EQUITY TRANSACTIONS (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
EQUITY TRANSACTIONS | ||
Expected Dividend Yield | 0% | |
Expected Volatility | 57.76% | 57.76% |
Risk Free Rate | 4.61% | 4.04% |
Weighted Average Expected Life of warrants | 1 year 6 months 7 days | 2 years 4 months 6 days |
EQUITY TRANSACTIONS (Details 1)
EQUITY TRANSACTIONS (Details 1) - WARRANTS [Member] - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Number of Warrants Outstanding Beginning balance | 181,902 | 86,540 |
Number of Warrants Exercisable Beginning balance | 181,902 | 86,540 |
Granted | 0 | 79,977 |
Number of Warrants Outstanding Ending balance | 181,902 | 181,902 |
Number of Warrants Exercisable Ending balance | 181,902 | 181,902 |
Weighted Average Exercise Price Beginning balance | $ 9 | $ 9 |
Weighted Average Exercise Price Exercisable Beginning balance | 9 | 9 |
Weighted Average Exercise Price Granted | 0 | 9 |
Weighted Average Exercise Price Ending balance | 9 | 9 |
Weighted Average Exercise Price Exercisable Ending balance | $ 9 | $ 9 |
Weighted Average Contractual Life Beginning balance | 1 year 6 months 7 days | 2 years 6 months 18 days |
Weighted Average Contractual Life Exercisable beginning balance | 1 year 6 months 7 days | 2 years 6 months 18 days |
Weighted Average Contractual Life Exercisable Granted | 2 years 6 months 14 days | |
Weighted Average Contractual Life Ending balance | 1 year 6 months 7 days | 2 years 6 months 14 days |
Weighted Average Contractual Life Exercisable ending balance | 1 year 6 months 7 days | 2 years 6 months 14 days |
EQUITY TRANSACTIONS (Details Na
EQUITY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | |||||||||||||||||||||||||
Jul. 02, 2023 | Jun. 12, 2023 | Sep. 08, 2022 | Feb. 08, 2022 | Feb. 02, 2022 | Jan. 04, 2022 | Jan. 31, 2023 | Dec. 31, 2022 | Dec. 20, 2022 | Oct. 20, 2022 | Oct. 19, 2022 | Sep. 26, 2022 | Sep. 24, 2022 | Aug. 16, 2022 | Jul. 21, 2022 | Apr. 15, 2022 | Mar. 23, 2022 | Mar. 18, 2022 | Jan. 31, 2022 | Jan. 24, 2022 | Sep. 30, 2023 | Dec. 27, 2022 | Apr. 01, 2022 | Dec. 31, 2021 | Nov. 22, 2021 | Jun. 21, 2021 | |
Common stock share authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | 10,000,000 | |||||||||||||||||||||
Common stock par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||||
Common Stock, Shares issued | 6,890,281 | 236,974 | 6,887,971 | 627,806 | 8,915 | 5,943,750 | 5,943,750 | |||||||||||||||||||
Share issued for conversion of debt | 63,026 | |||||||||||||||||||||||||
Share issued for services | 770 | 8,270 | 1,540 | |||||||||||||||||||||||
forfeited share for services | 3,080 | |||||||||||||||||||||||||
Common stock share outstanding | 6,890,281 | 6,887,971 | 5,943,750 | |||||||||||||||||||||||
Warrant "A-4 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 100,000 | |||||||||||||||||||||||||
Warrant "A-3 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 50,000 | |||||||||||||||||||||||||
Warrant "A-5 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 50,000 | |||||||||||||||||||||||||
Warrants "A-6" and "A-7" [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 20,000 | |||||||||||||||||||||||||
Warrant "A-8 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 75,000 | |||||||||||||||||||||||||
Warrant "A-9 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 295,000 | |||||||||||||||||||||||||
Warrant "A-10 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 25,000 | |||||||||||||||||||||||||
Warrant "A-11 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 150,000 | |||||||||||||||||||||||||
Warrant "A-12 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 136,700 | |||||||||||||||||||||||||
Warrant "A-13 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 213,800 | |||||||||||||||||||||||||
Warrant "A-14 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 318,650 | |||||||||||||||||||||||||
Warrant "A-15 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 300,000 | |||||||||||||||||||||||||
Warrant "A-16 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 195,000 | |||||||||||||||||||||||||
Warrant "A-17 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 100,000 | |||||||||||||||||||||||||
Warrant "A-18 [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 50,000 | |||||||||||||||||||||||||
ROUND A CONVERTIBLE DEBT [Member] | ||||||||||||||||||||||||||
Convertible note issued | $ 400,000 | |||||||||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||||||||
Common stock share authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||||||||
Common stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||
Common Stock, Shares issued | 742,308 | 742,308 | 10,506,002 | |||||||||||||||||||||||
Common stock share outstanding | 742,308 | 742,308 | 10,506,002 | |||||||||||||||||||||||
Option to purchase warrants | 15,385 | 8,224 | 2,885 | 770 | 3,847 | 1,924 | 3,847 | 7,500 | 11,539 | 5,258 | 5,770 | 962 | 11,347 | 1,924 | 1,924 | |||||||||||
Price per share | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9.20 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9 | $ 9.20 | |||||||||
Warrants expiry date | Sep. 08, 2024 | Feb. 08, 2024 | Feb. 02, 2024 | Jan. 04, 2024 | Dec. 20, 2024 | Oct. 20, 2024 | Oct. 19, 2024 | Sep. 26, 2024 | Aug. 16, 2024 | Jul. 21, 2024 | Mar. 23, 2024 | Mar. 18, 2024 | Jan. 31, 2024 | Jan. 24, 2024 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES | |||
Interest rate | 10% | 34% | 21% |
Deferred tax assets | $ 66,021 | $ 11,881 | |
Net operating loss | $ (77,902) | $ (11,881) | |
U.S. federal statutory rate | 21% |