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January 12, 2023
Mark C. Jensen
Chief Executive Officer
American Acquisition Opportunity Inc.
12115 Visionary Way, Suite 174
Fishers, IN 46038
Re:American Acquisition Opportunity Inc.
Registration Statement on Form S-4
Filed December 15, 2022
File No. 333-268817
Dear Mark C. Jensen:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4 filed December 15, 2022
Cover Page
1.Please revise to disclose the post-business combination voting power of the sponsor and
its affiliates.
2.Please tell us whether you will be deemed a “controlled company” as defined by the
market on which you intend to list and, if so, whether you intend to rely on any
exemptions as a controlled company. If applicable, please disclose on the prospectus
cover page and in the prospectus summary that you are a controlled company, and include
a risk factor that discusses the effect, risks and uncertainties of being designated a
controlled company.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 January 12, 2023 Page 2
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
January 12, 2023
Page 2
Questions and Answers About the Business Combination, page 5
3.Please add a question and answer that highlights the business combination consideration,
including the relative equity ownership percentage split and any contingency
consideration.  Also, please include the post transaction equity value of the combined
company and the value of equity to be issued to the Royalty shareholders.
4.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
5.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
6.It appears that underwriting fees remain constant and are not adjusted based on
redemptions.  Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity
analysis related to dilution.
7.Please revise your disclosures here, and elsewhere as appropriate, to quantify the number
of shares that will have registration rights following the consummation of the Business
Combination.
Q. Did the American Acquisition Opportunity Board obtain a third-party valuation or fairness
opinion...?, page 8
8.Please revise to make clear, if true, that the independent third party valuation report did
not pass upon the fairness of the business combination to the company's public
stockholders.  In this regard, we note your statement that "[t]he American Acquisition
Board’s assessment [that the Business Combination was in the best interest of American
Acquisition Opportunity’s stockholders] was subsequently confirmed by the independent
third party valuation report," which suggests the report opined as to the fairness of the
business combination.
Q. What interests do American Acquisition Opportunity's current officers and directors have in
the Business Combination?, page 11
9.Please revise to clarify your statement that "two officers and three directors have
ownership interests in and one officer and director positions with Royalty."  Please also
revise to make clear that Mr. Sauve, a director of the company, is the chief executive
officer and chairman of Royalty Management Corporation and is anticipated to continue
as chief executive officer and chairman of the combined company following the closing;
and that Messrs. Ehlebracht and Hasler, directors of the company, are anticipated to
continue as directors of the combined company following the closing.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 January 12, 2023 Page 3
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
January 12, 2023
Page 3
Summary of the Proxy Statement/Prospectus, page 18
10.Please revise the summary disclosure concerning Royalty to highlight the going concern
determinations.
Interests of Certain Persons in the Business Combination, page 23
11.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-
pocket expenses for which the sponsor and its affiliates are awaiting reimbursement.
Provide similar disclosure for the company’s officers and directors.
12.Please revise here, and elsewhere as appropriate, to specify Mr. Sauve's interest in the
business combination as a director of the company, chief executive officer and chairman
of Royalty, and anticipated continuation as chief executive officer and chairman of the
combined company following the closing.
Summary of Risk Factors, page 24
13.Please expand your disclosure in the risk factors section to address in detail each bulleted
summary risk factor on page 24.  As a non-exclusive example only, we note your
summary risk factor regarding holdings in the mining industry.  However, it does not
appear that this risk is addressed in the risk factors section.
Risk Factors, page 28
14.Please revise to address the risk that, because Royalty is a related party, there was a
conflict of interest in determining whether Royalty was appropriate for your initial
business combination.
15.Please revise to address the risk that, because the company amended its charter to remove
the requirement that a fairness opinion be obtained for a business combination with an
affiliated entity, public stockholders are relying on the judgement of the board to
determine whether the transaction is fair to the company from a financial point of view.
16.We note your page 68 disclosure that the company amended its charter to remove the
requirement that redemptions only be permitted if there would be at least $5,000,001 in
net tangible assets after redemptions.  Please revise your risk factors to clearly discuss the
impact that the trust falling below $5,000,001 would have upon your listing on Nasdaq
and discuss the consideration given to this possibility in your determination that this
provision is no longer needed.  Please provide clear disclosure that removal of
this provision could result in your securities falling within the definition of penny stock
and clearly discuss the risk to the company and investors if your securities were to fall
within the definition of penny stock.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 January 12, 2023 Page 4
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
January 12, 2023
Page 4
17.Please revise to address the risk that the financial interests of your officers and directors
may have influenced their decision to approve the business combination and to continue to
pursue the business combination.  As a non-exclusive example only, we note that your
officers and directors own common stock and warrants of the company which will expire
worthless in the event the business combination with Royalty or a business combination
with another target is not effected in the required time period.
18.Please revise to address the risk that your officers and directors may have had financial
incentives to enter into the business combination with Royalty.  As an illustrative example
only, to the extent your officers and directors are expected to continue to serve in such
capacities with Royalty following the consummation of the business combination, they
may have had financial incentives to enter into the business combination, including the
ability to receive cash compensation or fees, stock options, or stock awards that the
Royalty board of directors may determine to pay to its officers and/or directors following
the closing of the business combination.
19.Please revise to address the risk that your officers, directors, and their affiliates may make
a substantial profit on the shares of American Acquisition Opportunity that they own,
even if Royalty's common stock subsequently declines in value or is unprofitable for
public stockholders, and such interests may have influenced their decision to approve the
business combination.
20.Please disclose the material risks to unaffiliated investors presented by taking Royalty
public through a merger rather than an underwritten offering.  These risks could include,
for example, the absence of due diligence conducted by an underwriter that would be
subject to liability for any material misstatements or omissions in a registration statement.
Unaudited Pro Forma Condensed Statement of Operations for the Nine Months Ended
September 30, 2022, page 44
21.The income statement amounts in the SPAC (historical) column on pages 44 to 46 do not
agree to the income statement amounts on page F-23.  Additionally, the OpCo (Historical)
columns provided in the statements provided for the nine-month periods ended September
30, 2022 and the periods ended December 31, 2021 do not agree to the amounts in the
financial statements provided elsewhere in the filing.  Please revise accordingly in an
amended filing or otherwise advise.
Note 2 - Transaction Accounting Adjustments , page 52
22.We note the adjustment described in Footnote (B) represents the additional issuance of
convertible debt to a related party. Further, we note that the adjustment described in
Footnote (C) converts such amount into shares of Royalty common stock at $6.50 per
share. Please tell us how these adjustments relates to the de-spac transaction, including the
purpose of the transactions, and the related parties involved.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 January 12, 2023 Page 5
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
January 12, 2023
Page 5
23.We note your adjustment described in Footnote (D). Please tell us how this adjustment
relates to the de-spac transaction, the purpose of the transaction and whom the transaction
is with. Include within your response why the shares issued in the transaction are issued at
$9 per share.
Proposal No 1. - The Business Combination Proposal
Background of the Business Combination, page 61
24.Please revise to make clear the basis on which "[t]he terms of the Business Combination
are the result of arm’s length negotiations between representatives of American
Acquisition Opportunity and Royalty."  In this regard, we note that Mr. Sauve, a director
of the company, is also the CEO and chairman of Royalty and beneficially owns
approximately 23% of Royalty through First Frontier Capital LLC.  We also note that Mr.
Jensen, the CEO and chairman of the company, beneficially owns approximately 29% of
Royalty through White River Holdings LLC; and Mr. Taylor, the CFO and a director of
the company, beneficially owns approximately 15% of Royalty through Liberty Hill
Capital Management LLC.
25.Please identify the individuals and/or parties who participated in the meetings and
discussions described throughout this section.
26.Please revise the background section to provide additional detail regarding Company B
and Company C.  Clarify the extent of the negotiations and for each preliminary
proposal, please disclose all material proposal terms, including transaction structure,
valuation, and equity split distribution.
27.Please revise throughout the business combination proposal section, as appropriate, to
clarify your references to the “American Acquisition Opportunity Board.”  For example,
specify whether this refers to the board as a whole or some subset of the board, such as the
disinterested directors.
28.We note your disclosure on page 64 that on April 1, 2022, an investor in Royalty emailed
Mr. Jensen regarding the opportunity that Royalty presented as a potential target in a
business combination.  Please disclose the signifance of this email considering that
Mr. Jensen beneficially owns approximately 29% of Royalty through White River
Holdings and clarify whether Royalty was considered as a potential target prior to April 1,
2022.  Please also revise to clarify whether this investor is affiliated with American
Acquisition Opportunity or its affiliates.  Please also revise to disclose whether investors
in any other potential targets emailed management; whether management considered such
targets; and if management did not consider them, the reasons why.
29.We note your disclosure on page 64 regarding public company comparables received from
EF Hutton.  Please revise to clarify whether these were the same public company
comparables described on page 70.  If not, please identify and explain the differences.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 January 12, 2023 Page 6
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
January 12, 2023
Page 6
30.Please revise your disclosure in this section to clearly describe how you formulated equity
value of Royalty equal to $111,000,000.  Please also revise to clarify whether this
valuation was subject to any negotiation between the parties.  Additionally, we also note
the valuation was based in part on “discussion with industry experts” and “review
of…industry trends.”  Please revise to identify the experts and specify the trends.
31.Please revise to identify the independent CPA firm engaged as your valuation expert.
32.We note your disclosure on pages 65-67 regarding discussions with your valuation
expert.  Please revise to explain and and/or clarify the following:
•The inputs relied upon by the valuation expert, including, as non-exclusive examples,
to what extent they relied upon Royalty’s internally prepared forecasts or other
information provided by Royalty; company comparables provided by you or EF
Hutton; or other quantitative or qualitative information provided by you.
•The valuation expert’s material assumptions.
•The valuation methodology(ies) used by the valuation expert.
•The valuation expert’s original valuation range; how and why the valuation range
changed over time; and the final valuation range and material findings.
In this regard, we note your disclosure on page 66 regarding a “preliminary valuation
report” and an “updated preliminary valuation report.”  However, it is unclear how much
or why the valuation range changed between these two reports.  In addition, we note your
disclosure on page 67 regarding the valuation expert’s presentation on its findings.
However, your disclosure does not specify the expert’s final valuation range or its
material findings.
33.We note your disclosure on pages 65-68 regarding the business combination agreement.
Please expand your background discussion to provide more detailed disclosure regarding
key business combination agreement negotiation considerations and how they changed
over time.  Currently, the background disclosure references drafts of, and discussions
regarding, the business combination agreement without providing details or explaining the
significance of material agreement terms or how they may have changed before being
reflected in the