8-K
filed November 6, 2023, 6:59 PM ET
ticker RMCO
CIK 0001843656
M&A
confidence high
sentiment neutral
materiality 0.85
Royalty Management Holding Corp (RMCO): M&A transaction — AMAO completes business combination with Royalty Management, begins trading as RMCO
Royalty Management Holding Corp
- Exchange ratio 1.5034; 253,807 AMAO shares redeemed for ~$2.66M at ~$10.47/share.
- Post-combination: 14,270,761 common shares and 9,153,996 warrants (exercise $11.50) outstanding.
- New directors: Thomas Sauve (CEO/Chairman), Kirk Taylor (CFO), Daniel Hasler, Gary Ehlebracht, Julie Griffith.
- RMCO (common) and RMCOW (warrants) begin trading on Nasdaq on Nov 6, 2023.
- Company ceases to be a shell company; Mark Jensen steps down as CEO.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Sauve was elected as Director at Royalty Management Holding Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
each of Daniel J. Hasler, Gary Ehlebracht, Julie K. Griffith, and Thomas Sauve were elected as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Jensen resigned as Chairman of the Board at Royalty Management Holding Corp.
- Action
- resigned
- Role
- Chairman of the Board
Exact text from the filing
Thomas Sauve replaced Mark Jensen as Chairman of the Board
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gary Ehlebracht was elected as Director at Royalty Management Holding Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
each of Daniel J. Hasler, Gary Ehlebracht, Julie K. Griffith, and Thomas Sauve were elected as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Sauve was appointed as Chief Executive Officer at Royalty Management Holding Corp.
- Action
- appointed
- Role
- Chief Executive Officer
Exact text from the filing
Thomas Sauve was appointed to serve as the Chief Executive Officer upon the completion of the Business Combination
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas Sauve was appointed as Chairman of the Board at Royalty Management Holding Corp.
- Action
- appointed
- Role
- Chairman of the Board
Exact text from the filing
with Thomas Sauve appointed as chairman of the board of directors
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark Jensen resigned as Chief Executive Officer at Royalty Management Holding Corp.
- Action
- resigned
- Role
- Chief Executive Officer
Exact text from the filing
Effective upon the Closing Date, Mark Jensen resigned as Chief Executive Officer of AMAO.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Julie K. Griffith was elected as Director at Royalty Management Holding Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
each of Daniel J. Hasler, Gary Ehlebracht, Julie K. Griffith, and Thomas Sauve were elected as directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward Smith resigned as Director at Royalty Management Holding Corp.
- Action
- resigned
- Role
- Director
Exact text from the filing
Effective upon the Closing Date, Edward Smith resigned as director of AMAO
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Daniel J. Hasler was elected as Director at Royalty Management Holding Corp.
- Action
- elected
- Role
- Director
Exact text from the filing
each of Daniel J. Hasler, Gary Ehlebracht, Julie K. Griffith, and Thomas Sauve were elected as directors of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Royalty Management Holding Corp: Adopted Amended and Restated Certificate of Incorporation (effective 2023-10-31).
- Change
- charter amendment
- Effective
- 2023-10-31
Exact text from the filing
The Charter became effective upon filing with the Secretary of State of the State of Delaware on October 31, 2023, and includes the amendments proposed by the Charter Proposals.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Royalty Management Holding Corp: Adopted amended and restated bylaws (effective 2023-10-31).
- Change
- bylaw amendment
- Effective
- 2023-10-31
Exact text from the filing
the Company adopted the Amended and Restated Certificate of Incorporation (as amended and restated, the “ Charter ”) and amended and restated bylaws (as amended and restated, the “ Bylaws ”).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Royalty Management Holding Corp: Ceased being a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased being a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Royalty Management Holding Corp underwent a change of control involving Royalty Management Corporation for each share of Royalty Common Stock converted into the right to receive a number of shares of the Company's Class A common stock equal to the Exchange Ratio of 1 (closed 2023-10-31).
- Action
- change of control
- Counterparty
- Royalty Management Corporation
- Consideration
- each share of Royalty Common Stock converted into the right to receive a number of shares of the Company's Class A common stock equal to the Exchange Ratio of 1
- Closing
- 2023-10-31
Exact text from the filing
tion Opportunity Inc.) (prior to consummation of the Business Combination (as defined below), “ AMAO ” and after consummation of the Business Combination, the “ Company ”) announced that the business combination (the “ Business Combination ”) between AMAO and Royalty Management Corporation (“ Royalty ”), an Indiana corporation, was completed on October 31, 2023 pursuant to the Agreement and Plan of Merger, dated as of June 28, 2022 (as amended by Amendment No.
View on SEC.gov
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