SecProbe.io

CORRESP
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amao_corresp

Joan S. Guilfoyle

Senior
Counsel

901 New
York Avenue NW

3rd
Floor East

Washington,
DC 20001-4432

Direct 202.524.8467

Main 202.618.5000

Fax 202.618.5001

jguilfoyle@loeb.com

March
6, 2023

Jeffrey
Gabor

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

American
Acquisition Opportunity Inc.

Preliminary
Proxy Statement

Filed
February 17, 2023

Dear
Mr. Gabor:

On
behalf of our client, American Acquisition Opportunity Inc., a
Delaware corporation (the “Company”), we submit to the staff
(the “Staff”) of
the U.S. Securities and Exchange Commission (the
“SEC”) this
letter setting forth the proposed revised disclosure to be included
in the proxy materials to be sent to stockholders of the Company
seeking approval of an extension of time to complete its business
combination. This revised disclosure is in response to the oral
comment you conveyed to me. In response to your comment, we are
proposing to include a Risk Factors section in the form attached as
Exhibit A hereto.

Please
note that the Company is trying to finalize its proxy materials by
March 8, 2023 so any further comments or clearance as soon as
possible would be appreciated.

Sincerely,

/s/
Joan S. Guilfoyle

Joan S.
Guilfoyle

Senior
Counsel

 Exhibit
A

RISK FACTORS

You should consider carefully all of the risks described in our
Annual Report on Form 10-K for the year ended December 31, 2021,
our Quarterly Reports on Form 10-Q filed with the SEC and in the
other reports we file with the SEC before making a decision to
invest in our securities. Furthermore, if any of the following
events occur, our business, financial condition and operating
results may be materially adversely affected or we could face
liquidation. In that event, the trading price of our securities
could decline, and you could lose all or part of your investment.
The risks and uncertainties described in the aforementioned filings
and below are not the only ones we face. Additional risks and
uncertainties that we are unaware of, or that we currently believe
are not material, may also become important factors that adversely
affect our business, financial condition and operating results or
result in our liquidation.

There are no assurances that the Extension Amendment will enable us
to complete the Business Combination.

Approving the
Extension Amendment involves a number of risks. Even if the
Extension Amendment is approved, the Company can provide no
assurances that the Business Combination will be consummated prior
to the Extended Date. Our ability to consummate the Business
Combination is dependent on a variety of factors, many of which are
beyond our control. We are required to offer stockholders the
opportunity to redeem shares in connection with the Extension
Amendment and we will be required to offer stockholders redemption
rights again in connection with the stockholder vote to approve the
Business Combination. Even if the Extension Amendment and the
Business Combination are approved by our stockholders, it is
possible that redemptions will leave us with insufficient cash to
consummate the Business Combination on commercially acceptable
terms, or at all. The fact that we will have separate redemption
periods in connection with the Extension Amendment and the Business
Combination vote could exacerbate these risks.

The Company may be subject to the excise tax included in the
Inflation Reduction Act of 2022 in connection with redemptions of
our common stock after December 31, 2022.

On
August 16, 2022, President Biden signed into law the Inflation
Reduction Act of 2022 (the “IR Act”), which, among
other things, imposes a 1% excise tax on any publicly traded
domestic corporation that repurchases its stock after December 31,
2022 (the “Excise Tax”). The Excise Tax is imposed on
the fair market value of the repurchased stock, with certain
exceptions. Because we are a Delaware corporation and our
securities are trading on Nasdaq, we will be a “covered
corporation” within the meaning of the IR Act. While not free
from doubt, absent any further guidance from the U.S. Department of
the Treasury (the “Treasury”), who has been given
authority to provide regulations and other guidance to carry out
and prevent the abuse or avoidance of the Excise Tax, the Excise
Tax may apply to any redemptions of our common stock after December
31, 2022, including redemptions in connection with an initial
business combination, extension vote or otherwise, unless an
exemption is available. The Excise Tax would be payable by the
Company and not by the redeeming holders. Generally, issuances of
securities by us in connection with our initial business
combination transaction (including any PIPE transaction at the time
of our initial business combination), as well as any other
issuances of securities not in connection with our initial business
combination, would be expected to reduce the amount of the Excise
Tax in connection with redemptions occurring in the same calendar
year.

Whether
and to what extent the Company would be subject to the Excise Tax
in connection with a business combination, extension vote or
otherwise would depend on a number of factors, including (i) the
fair market value of the redemptions and repurchases in connection
with the business combination, extension vote or otherwise, (ii)
the structure of a business combination, (iii) the nature and
amount of any “PIPE” or other equity issuances in
connection with a business combination (or otherwise issued not in
connection with a business combination but issued within the same
taxable year of a business combination) and (iv) the content of
regulations and other guidance from the Treasury. Consequently, the
Excise Tax may make a transaction with us less appealing to
potential business combination targets. Finally, based on recently
issued interim guidance from the Internal Revenue Service and
Treasury in Notice 2023-2, subject to certain exceptions, the
Excise Tax should not apply in the event of our
liquidation.

Changes to laws or regulations or in how such laws or regulations
are interpreted or applied, or a failure to comply with any laws,
regulations, interpretations or applications, may adversely affect
our business, including our ability to complete the Business
Combination.

 We
are subject to the laws and regulations, and interpretations and
applications of such laws and regulations, of national, regional,
state and local governments. In particular, we are required to
comply with certain SEC and other legal and regulatory
requirements, and our consummation of an initial Business
Combination may be contingent upon our ability to comply with
certain laws, regulations, interpretations and applications and any
post-Business Combination company may be subject to additional
laws, regulations, interpretations and applications. Compliance
with, and monitoring of, the foregoing may be difficult, time
consuming and costly. Those laws and regulations and their
interpretation and application may also change from time to time,
and those changes could have a material adverse effect on our
business, including our ability to negotiate and complete an
initial Business Combination. A failure to comply with applicable
laws or regulations, as interpreted and applied, could have a
material adverse effect on our business, including our ability to
negotiate and complete an initial Business Combination. The SEC
has, in the past year, adopted certain rules and may, in the future
adopt other rules, which may have a material effect on our
activities and on our ability to consummate an initial Business
Combination, including the SPAC Proposed Rules (as defined below)
described below.

The SEC has recently issued proposed rules to regulate special
purpose acquisition companies. Certain of the procedures that we, a
Business Combination target, or others may determine to undertake
in connection with such proposals may increase our costs and the
time needed to complete a Business Combination and may constrain
the circumstances under which we could complete a Business
Combination. The need for compliance with the SPAC Proposed Rules
may cause us to liquidate the funds in the Trust Account or
liquidate the Company at an earlier time than we might otherwise
choose.

On
March 30, 2022, the SEC issued the SPAC Rule Proposals relating,
among other items, to disclosures in business combination
transactions between SPACs such as us and private operating
companies; the condensed financial statement requirements
applicable to transactions involving shell companies; the use of
projections by SPACs in SEC filings in connection with proposed
business combination transactions; the potential liability of
certain participants in proposed business combination transactions;
and the extent to which SPACs could become subject to regulation
under the Investment Company Act, including a proposed rule that
would provide SPACs a safe harbor from treatment as an investment
company if they satisfy certain conditions that limit a
SPAC’s duration, asset composition, business purpose and
activities. The SPAC Proposed Rules have not yet been adopted, and
may be adopted in the proposed form or in a different form that
could impose additional regulatory requirements on SPACs. Certain
of the procedures that we, a Business Combination target, or others
may determine to undertake in connection with the SPAC Rule
Proposals, or pursuant to the SEC’s views expressed in the
SPAC Rule Proposals, may increase the costs of negotiating and
completing a Business Combination and the time required to
consummate a transaction, and may constrain the circumstances under
which we could complete a Business Combination. The need for
compliance with the SPAC Proposed Rules may cause us to liquidate
the funds in the Trust Account or liquidate the Company at an
earlier time than we might otherwise choose. Were we to liquidate,
our warrants would expire worthless, and our securityholders would
lose the investment opportunity associated with an investment in
the combined company, including any potential price appreciation of
our securities.

If we are deemed to be an investment company for purposes of the
Investment Company Act, we would be required to institute
burdensome compliance requirements and our activities would be
severely restricted. As a result, in such circumstances, unless we
are able to modify our activities so that we would not be deemed an
investment company, we may abandon our efforts to complete an
initial Business Combination and instead liquidate the
Company.

As
described further above, the SPAC Proposed Rules relate, among
other matters, to the circumstances in which SPACs such as the
Company could potentially be subject to the Investment Company Act
and the regulations thereunder. The SPAC Proposed Rules would
provide a safe harbor for such companies from the definition of
“investment company” under Section 3(a)(1)(A) of the
Investment Company Act, provided that a SPAC satisfies certain
criteria, including a limited time period to announce and complete
a de-SPAC transaction. Specifically, to comply with the safe
harbor, the SPAC Proposed Rules would require a company to file a
report on Form 8-K announcing that it has entered into an agreement
with a target company for a Business Combination no later than 18
months after the effective date of its registration statement for
its initial public offering (the “IPO Registration Statement”). The
Company would then be required to complete its initial Business
Combination no later than the 24-month anniversary of the closing
of the IPO.

If we
are deemed to be an investment company under the Investment Company
Act, our activities would be severely restricted. In addition, we
would be subject to burdensome compliance requirements. We do not
believe that our principal activities will subject us to regulation
as an investment company under the Investment Company Act. However,
if we are deemed to be an investment company and subject to
compliance with and regulation under the Investment Company Act, we
would be subject to additional regulatory burdens and expenses for
which we have not allotted funds. As a result, unless we are able
to modify our activities so that we would not be deemed an
investment company, we may abandon our efforts to complete an
initial Business Combination and instead liquidate the Company.
Were we to liquidate, our warrants would expire worthless, and our
securityholders would lose the investment opportunity associated
with an investment in the combined company, including any potential
price appreciation of our securities.

To mitigate the risk that we might be deemed to be an investment
company for purposes of the Investment Company Act, we currently
intend, prior to the 24-month anniversary of the closing of the
IPO, to instruct the trustee to liquidate the investments held in
the Trust Account and instead to hold the funds in the Trust
Account in cash in an interest-bearing demand deposit account until
the earlier of the consummation of our initial Business Combination
or our liquidation. As a result, following the liquidation of
investments in the Trust Account, we would likely receive minimal
interest on the funds held in the Trust Account, which would reduce
the dollar amount our public stockholders would receive upon any
redemption or liquidation of the Company.

The
funds in the Trust Account have, since our initial public offering,
been held only in U.S. government treasury obligations with a
maturity of 185 days or less or in money market funds investing
solely in U.S. government treasury obligations and meeting certain
conditions under Rule 2a-7 under the Investment Company Act.
However, to mitigate the risk of us being deemed to be an
unregistered investment company (including under the subjective
test of Section 3(a)(1)(A) of the Investment Company Act) and thus
subject to regulation under the Investment Company Act, we intend
to, prior to the 24-month anniversary of the closing of the IPO,
instruct Continental (as defined below), the trustee with respect
to the Trust Account, to liquidate the U.S. government treasury
obligations or money market funds held in the Trust Account and
thereafter to maintain the funds in the Trust Account in cash in an
interest-bearing demand deposit account at a bank until the earlier
of the consummation of our initial Business Combination and
liquidation of the Company. Interest on such deposit account is
currently approximately 2.5 – 3.0% per annum, but such
deposit account carries a variable rate and the Company cannot
assure you that such rate will not decrease or increase
significantly. Following such liquidation, we would likely receive
minimal interest on the funds held in the Trust Account. However,
interest previously earned on the funds held in the Trust Account
still may be released to us to pay our taxes, if any. As a result,
any decision to liquidate the investments held in the Trust Account
and thereafter to hold all funds in the Trust Account in cash in an
interest-bearing demand deposit account would reduce the dollar
amount our public stockholders would receive upon any redemption or
liquidation of the Company.

In
addition, even prior to the 24-month anniversary of the closing of
the IPO, we may be deemed to be an investment company. The longer
that the funds in the Trust Account are held in short-term U.S.
government treasury obligations or in money market funds invested
exclusively in such securities, even prior to the 24-month
anniversary of the closing of the IPO, the greater the risk that we
may be considered an unregistered investment company, in which case
we may be required to liquidate the Company. Accordingly, we may
determine, in our discretion, to liquidate the securities held in
the Trust