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August 31, 2023
Mark C. Jensen
Chief Executive Officer
American Acquisition Opportunity Inc.
12115 Visionary Way, Suite 174
Fishers, IN 46038
Re:American Acquisition Opportunity Inc.
Amendment No. 5 to Registration Statement on Form S-4
Filed August 24, 2023
File No. 333-268817
Dear Mark C. Jensen:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our August 11, 2023 letter.
Amendment No. 5 to Registration Statement on Form S-4 filed August 24, 2023
Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended
June 30, 2023, page 49
1.It appears that the updated unaudited pro forma information presented on pages 49 to 51
does not actually represent the 6-month interim period ended June 30, 2023.  It appears
that the numerical information presented on pages 49 to 51 actually is identical to the
numerical information presented on pages 52 to 54 which relates to the full year ended
December 31, 2022.  Please provide the updated unaudited pro forma information for the
interim period in an amended filing.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 August 31, 2023 Page 2
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
August 31, 2023
Page 2
Unaudited Pro Forma Condensed Combined Statements of Operations, page 52
2.We note your response to comment 1 and it appears that the information provided within
your tables on page 59 continue to have a number of inconsistencies with information
provided elsewhere within your filing.  It appears that the weighted average shares as well
as the net loss per share information presented in the historical columns for Royalty and
American Acquisition Opportunity on page 59 do not agree with the historical financial
statements presented elsewhere in the filing and do not agree to the amounts presented on
pages 52 to 54.  Please update the information within your filing to address the
inconsistencies between the amounts included within your table on page 59 and the
amounts presented in your historical financial statements and to address the
inconsistencies between the weighted average share amounts and net loss per share
amounts presented on pages 52 to 54 and the amounts presented in your historical
financial statements.
Certain Royalty Projected Financial Information, page 76
3.We note your response to comment 4.  Please revise to make clear whether the
disinterested board members still believe the Royalty financial projections have a
reasonable basis.  In this regard, we note your statement that "[d]ue to the fact that the
original projections were reasonable at the time of the transaction signing, the
disinterested board members in their business judgement did not request updated
projections but rather focused on actual results."  Refer to Item 10(b)(3)(iii) of Regulation
S-K.

Additionally, please revise to make clear, if true, that the disinterested board members still
recommend the business combination despite Royalty's failure to achieve projected results
to date.  In this regard, we note your inclusion of the Royalty financial projections as one
of the range of factors the American Acquisition Opportunity board considered in
approving the business combination and recommending it to stockholders.
4.We note that the company attributes the missing of projections to the delay in closing of
the transaction.  Please revise to clarify how the delay accounts for the significant
difference in your projected and actual revenues.  Please revise to disclose all material
assumptions used to develop the projections.  Please also update your disclosure in "Key
Factors Affecting Our Performance" in your MD&A.
5.We note the disclaimers throughout this section that readers are cautioned not to rely on
the projections in making a decision regarding the transaction.  While it is acceptable to
include qualifying language concerning subjective analyses, it is inappropriate to indicate
that investors cannot rely on disclosure.  Please revise accordingly.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 August 31, 2023 Page 3
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
August 31, 2023
Page 3
Liquidity and Capital Resources, page 116
6.We note your response to comment 5.  Please revise your disclosure to provide updated
information about Royalty’s financial position and further risks to its business operations
and liquidity in light of Royalty’s failure to achieve projected results to date.
Cash Flows, page 117
7.We note your response to comment 6 and it appears that the cash flow activity for the year
ended December 31, 2022 has not been updated to agree to the restated information on
page F-62.  Please update the cash flow activity for the year ended December 31, 2022
and the heading for the December 31, 2022 column should be updated to indicate that the
activity was restated.
Unaudited Interim Financial Statements of AMERICAN ACQUISITION OPPORTUNITY INC.,
page F-2
8.Please double-check the mathematical integrity for each of the financial statements
presented on pages F-2 to F-5.  It appears that as of June 30, 2023 that total assets minus
total liabilities (inclusive of Class A redemption value) does not equal total shareholder's
equity.  Also, it appears that the column for the statements of operations for the six
months ended June 30, 2023 does not calculate to the net income (loss) amount of
$577,076.  Additionally, it appears that the total shareholder's equity column amount of
$(4,371,310) as of December 31, 2022 as presented on page F-4 does not correspond to
the amount presented on the balance sheet on page F-2.  The items identified above are
simply a sample and you should double-check the amounts in each of the financial
statements as indicated above and make corrections is an amended filing and advise us
accordingly.  The selected historical financial information on page 29 will need to be
updated and the balance sheet amounts on page F-2 should agree with the corresponding
amounts within the unaudited pro forma balance sheet for the historical SPAC column on
page 46.
9.Please double-check the mathematical integrity of your table on page F-17 rolling forward
the changes in your warrant liabilities from January 1, 2023 to June 30, 2023.  Please
update in an amended filing and advise us accordingly.
Condensed Consolidated Statement of Cash Flows, page F-43
10.Please tell us what the adjustment labeled Intangible Assets in the amount of $145,000
represents.
Note 6 - Intangible Assets, page F-68
11.We note your response to comment 9.  Please tell us for the Mining Permit Package, MC
Mining, Carnegie ORR, Energy Technologies Inc, Coking Coal Financing LLC, RMC
Environmental Services LLC and Texas Tech University intangible assets whether or not

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 August 31, 2023 Page 4
 FirstName LastNameMark C. Jensen
American Acquisition Opportunity Inc.
August 31, 2023
Page 4
they correlate directly to any of the revenue captions on your royalty projections on page
76 and summarize for us how each intangible asset correlates to the revenue caption(s).
12.Regarding your response to comment 9 as it relates to the Mining Permit Package as well
as to Carnegie Override Royalty (combined as the "Permit Royalties") you have indicated
that tonnage royalty shall continue until such time all coal is mined from the Permit
Royalties and that you view this will continue for the foreseeable future.  Please provide a
fulsome response related to your considerations of Accounting Standards Codification
(ASC) 350-30-35-3, 3(c) and 35-4.  In your response, please tell us if there is a timeframe
associated with the permits (for each of the Permit Royalties) and whether or not the
permits require renewal and describe the renewal process and the relative significance of
permit renewal costs.  Additionally, tell us how you gave consideration to resource
constraints including whether the coal reserves to be mined are resource limited in either
years or tonnage.  Further, help us understand your consideration of section 35-4 which
indicates that indefinite life determination with respect to a life that extends beyond the
foreseeable future means that "there is no foreseeable limit on period of time over which it
is expected to contribute to the cash flows of the reporting entity."
13.Regarding your response to comment 9 as it relates to MC Mining you have indicated that
the royalty terms are for 30 years with the ability to renew.  Please tell us your
considerations related to reaching a conclusion to set an indefinite life under (ASC) 350-
30-35-4 given that there appears to be a foreseeable limit on period of time over which it
is expected to contribute to the cash flows of the reporting entity (e.g., 30 years under the
royalty terms).  In your response, specifically summarize the renewal terms as well as the
termination provisions under the royalty agreement.
14.Regarding your response to comment 9 as it relates to Energy Technologies Inc. you have
indicated that the royalty shall continue for the foreseeable future.  Please provide a
fulsome response related to your considerations of Accounting Standards Codification
(ASC) 350-30-35-3, 3(e) related to the density gauge analyzer market including potential
impacts to the royalty stream from development of newer technologies, obsolescence,
demand and competition as well as your consideration of section 35-4.  In your response,
please tell us what the estimated life for a density gauge analyzer is estimated to be and
tell us about the key terms of your royalty agreement including if there are any period
terms in the agreement or any termination provisions in the royalty agreement.  Further,
help us understand your consideration of section 35-4 which indicates that indefinite life
determination with respect to a life that extends beyond the foreseeable future means that
"there is no foreseeable limit on period of time over which it is expected to contribute to
the cash flows of the reporting entity."
15.Regarding your response to comment 9 as it relates to Coking Coal you have indicated
that the royalty shall continue as long as the permit remains and that you view this will
continue for the foreseeable future.  Please provide a fulsome response related to your
considerations of Accounting Standards Codification (ASC) 350-30-35-3, 3(c) and 35-4.
In your response, please tell us if there is a timeframe associated with the permit and

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 August 31, 2023 Page 5
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
August 31, 2023
Page 5
whether or not the permits require renewal and describe the renewal process and the
relative significance of permit renewal costs.  Further, help us understand your
consideration of section 35-4 which indicates that indefinite life determination with
respect to a life that extends beyond the foreseeable future means that "there is no
foreseeable limit on period of time over which it is expected to contribute to the cash
flows of the reporting entity."  Also, include within your response the reason for the
change in the amount of the asset for the reporting periods presented.
16.Regarding your response to comment 9 as it relates to RMC Environmental Services you
have indicated that the intangible asset earnings in your view will continue for the
foreseeable future.  Please provide a fulsome response related to your considerations
of Accounting Standards Codification (ASC) 350-30-35-3, 3(c) and 3(d) and 35-4.  In
your response, please tell us if there is a timeframe associated with the rights to operate
the landfill, if there are renewal provisions and associated costs and if there are capacity
constraints that limit the life of a landfill.  Further, help us understand your consideration
of section 35-4 which indicates that indefinite life determination with respect to a life that
extends beyond the foreseeable future means that "there is no foreseeable limit on period
of time over which it is expected to contribute to the cash flows of the reporting entity."
17.Regarding your response to comment 9 as it relates to the Texas Tech ongoing royalties
related to sales of product created from the sponsored research agreement with Texas
Tech University, please provide a fulsome response related to your considerations
of Accounting Standards Codification (ASC) 350-30-35-3 and 35-4 and how you
ultimately reached the conclusion to record this intangible asset as an indefinite lived
intangible asset.  In your response, please tell us about the key terms of the research
agreement such as whether there is a term over which the research agreement applies or a
term with respect to the underlying royalty payments.  Also, include within your response
the reason for the change in the amount of the asset for the reporting periods presented.
We may have further comment after reading your response.
            You may contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-3856
if you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joan S. Guilfoyle, Esq.