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 rmco_corresp.htm Royalty Management Holding Corporation 12115 Visionary Way, Suite 174 Fishers, Indiana 46038 June 13, 2025 Isabel Rivera, Esquire Staff Attorney Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E., Mail Stop 4631 Washington, D.C. 20549 Re: Royalty Management Holding Corporation Registration Statement on Form S-3 Filed June 2, 2025 File No. 333-287724 Dear Ms. Rivera, Pursuant to Rule 461 of the Securities Act of 1933, as amended (the “Act”), the undersigned hereby requests that the Securities and Exchange Commission (the “Commission”) declare effective the Registration Statement on Form S-3 filed by Royalty Management Holding Corporation (the “Company”) on June 2, 2025. By requesting accelerated effectiveness, the Company is acknowledging its awareness of its responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the Registration Statement and the following: · Should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; · The action of the Commission or the staff, acting pursuant to delegated authority, declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and · The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or a person under the federal securities laws of the United States. Accordingly, we are requesting an effective date and time of Wednesd ay, June 18, 2025 at 4:00 p.m. EST, or as soon as practicable thereafter. This date and time have been selected after the staff’s telephone consultation with our counsel, Clifford J. Hunt, Esquire, to allow adequate time for review of this request by the SEC. In the event you have any questions, please do not hesitate to contact Clifford J. Hunt, Esquire, of the Law Office of Clifford J. Hunt, P.A., at (727) 471-0444. Sincerely, Royalty Management Holding Corporation /s/ Thomas M. Sauve Thomas M. Sauve, CEO

<DOCUMENT>
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<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2025

Thomas M. Sauve
Chief Executive Officer
Royalty Management Holding Corporation
12115 Visionary Way, Suite 174
Fishers, IN 46038

 Re: Royalty Management Holding Corporation
 Registration Statement on Form S-3
 Filed June 2, 2025
 File No. 333-287724
Dear Thomas M. Sauve:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Isabel Rivera at 202-551-3518 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Clifford J. Hunt, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
October 23, 2023
Kirk Taylor
President and Chief Financial Officer
American Acquisition Opportunity Inc.
12115 Visionary Way
Fishers, Indiana 46038
Re:American Acquisition Opportunity Inc.
Form 10-K for the year ended December 31, 2022
Filed March 22, 2023
File No. 001-40233
Dear Kirk Taylor:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joan Guilfoyle

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amao_corresp

AMERICAN ACQUISITION OPPORTUNITY INC.

October
20, 2023

VIA EDGAR & TELECOPY

Benjamin
Holt

Jeffrey
Gabor

Shannon
Menjivar

Howard
Efron

Division
of Corporation Finance

Office
of Real Estate & Construction

U.S.
Securities & Exchange Commission

100 F
Street, NE

Washington,
D.C. 20549

RE:

American
Acquisition Opportunity Inc. (the
“Company”)

Registration
Statement on Form S-4

(File
No. 333-268817) (the “Registration
Statement”)

Dear
Mr. Holt, Mr. Gabor, Ms. Menjivar,
and Mr. Efron:

The
Company hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement
will become effective as of 4:00 p.m. on October 20, 2023, or as
soon thereafter as practicable.

Very
truly yours,

AMERICAN
ACQUISITION OPPORTUNITY INC.

By:

/s/
Kirk P.
Taylor

Name:
Kirk P.
Taylor

Title:
President and Chief Financial Officer

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   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

 October 20, 2023

 Benjamin Holt

 Jeffrey Gabor

 Shannon Menjivar

 Howard Efron

 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.

   Amendment No. 9 to Registration Statement on Form S-4

 Filed October 19, 2023

 File No. 333-268817

 Dear Mr. Holt, Mr. Gabor, Ms. Menjivar, and Mr. Efron:

 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 Company’s response to the oral comments received October 19, 2023 (the “Comments”) regarding Amendment No. 9 to the Company’s Registration Statement on Form S-4 the “Ninth Amended Registration Statement”). Concurrent herewith, we are filing Amendment No. 10 to the Registration Statement reflecting the changes set forth below (the “Tenth Amended Registration Statement”).  For ease of reference, we have summarized the oral comments received followed by the responses.

 Material U.S. Federal Income Tax Consequences of the Business Combination to U.S. Holders of Royalty Common Stock

    1.

   Please add disclosure to this section in accordance with Section 3(b)(2) of Staff Legal Bulletin 19 to state that the disclosure is the opinion of Barnes & Thornburg LLP.

   Response:  The disclosure has been added in accordance with the Staff’s comment.

   2.

   Please file a new Exhibit 99.1 showing all of the proposals.

   Response:  A new Exhibit 99.1 has been filed as an exhibit to the Tenth Amended Registration Statement.

 U.S. Securities and Exchange Commission

 October 20, 2023

 Page 2

 Please do not hesitate to contact Mitchell Nussbaum at (212) 407-4159 or Joan S. Guilfoyle at (202) 524-8567 at Loeb & Loeb LLP with any questions or comments regarding this letter.

    Sincerely,

  Joan S. Guilfoyle

   Senior Counsel

   2

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amao-secresponseletteroct

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

October
17, 2023

Benjamin
Holt

Jeffrey
Gabor

Shannon
Menjivar

Howard
Efron

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.

Amendment
No. 7 to Registration Statement on Form S-4

Filed
October 5, 2023

File No. 333-268817

Dear
Mr. Holt, Mr. Gabor, Ms. Menjivar, and Mr. Efron:

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 Company’s response to the comments
contained in the Staff’s letter dated October 16, 2023 (the
“Comment
Letter”) regarding Amendment No. 7 to the
Company’s Registration Statement on Form S-4 the
“Sixth Amended Registration
Statement”). Concurrent herewith, we are filing
Amendment No. 8 to the Registration Statement reflecting the
changes set forth below (the “Eighth Amended Registration
Statement”). For ease of reference, we have reproduced
the comments below in bold with our response following each
comment.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS,

page 49

1.

We note that the
pro forma statements of operations on pages 49 to 51 do not reflect
in the Royalty column the restatement to record amortization
expense on intangible assets for the six month period ended June
30, 2023 and therefore the amounts for Royalty Net loss do not
agree with the net loss provided on page F-41. Please revise in an
amended filing.

   Response:  The pro forma
statements of operations on pages 49-51 have been revised in
accordance with the Staff’s comment.

Royalty Interim Financial Statements, page F-40

2.

It appears the
correction of the understatement errors of amortization expense on
intangible assets are quantitatively material to your interim
financial statements. As such, please revise your interim financial
statements in an amended filing to disclose prominently, on the
face of the interim financial statements, that they have been
restated and additionally provide a note to the financial
statements that thoroughly explains and quantifies the revisions
made (showing the effect of the correction on each relevant
financial statement line item) in accordance with Accounting
Standards Codification (ASC) 250-10-50-7. In addressing this
comment, be sure to give consideration to your restatement of both
the 3-month and 6-month interim periods ended June 30, 2023 with
respect to your income statements.

Response: The Financial Statements have
been revised in accordance with the Staff’s
comment.

NOTE 3B - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS OF
DECEMBER 31, 2022, page F-66

3.

We note that you
have restated your financial statements on pages F-59 through F-62
to correct errors related to your accounting for intangible assets
whereby the restated financial statements now reflect the impact of
recording amortization expense on intangible assets. Please revise
your note 3A and/or 3B to disclose the nature of the error (e.g.,
understatement of amortization expense on intangible assets) and
the effect of the correction on each financial statement line item
on your various financial statements (e.g., Intangible assets, net
of accumulated amortization, total assets and total stockholders'
equity on your balance sheet, amortization expense of intangibles
and net loss on your consolidated statements of operations, etc.).
Reference is made to ASC 250-10-50-7. Please revise in an amended
filing or otherwise advise.

Response: The footnotes have been
revised in accordance with the Staff’s comment.

NOTE 7 - INTANGIBLE ASSETS, page F-68

4.

Please confirm that
you will enhance your disclosure related to intangible assets to
meet the requirements of ASC 350-30-50-2 for your future filings
after the completion of your de-SPAC transaction. Additionally, in
an amended filing on Form S-4, you may simply disclose within Note
7 the amount of estimated aggregate amortization on intangible
assets for calendar year 2023.

Response: The Company hereby confirms
that it will enhance its disclosure related to intangible assets to
meet the requirements of ASC 350-30-50-2 for its future filings
after completion of the de-SPAC transaction. The footnote has been
revised in accordance with the Staff’s comment for 2023
aggregate amortization on intangible assets.

Please
do not hesitate to contact Mitchell Nussbaum at (212) 407-4159 or
Joan S. Guilfoyle at (202) 524-8567 at Loeb & Loeb LLP with any
questions or comments regarding this letter.

Sincerely,

Joan S.
Guilfoyle

Senior
Counsel

United States securities and exchange commission logo
October 16, 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. 7 to Registration Statement on Form S-4
Filed October 6, 2023
File No. 333-268817
Dear Mark C. Jensen:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe a comment applies 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 this letter, we may have additional comments.  Unless we note otherwise,
any references to prior comments are to comments in our September 29, 2023 letter.
Amendment No. 7 to Registration Statement on Form S-4 Filed October 6, 2023
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS,
page 49
1.We note that the pro forma statements of operations on pages 49 to 51 do not reflect in the
Royalty column the restatement to record amortization expense on intangible assets for
the six month period ended June 30, 2023 and therefore the amounts for Royalty Net loss
do not agree with the net loss provided on page F-41.  Please revise in an amended filing.
Royalty Interim Financial Statements, page F-40
2.It appears the correction of the understatement errors of amortization expense on
intangible assets are quantitatively material to your interim financial statements.  As such,
please revise your interim financial statements in an amended filing to disclose
prominently, on the face of the interim financial statements, that they have been restated

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 October 16, 2023 Page 2
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
October 16, 2023
Page 2
and additionally provide a note to the financial statements that thoroughly explains and
quantifies the revisions made (showing the effect of the correction on each relevant
financial statement line item) in accordance with Accounting Standards Codification
(ASC) 250-10-50-7.  In addressing this comment, be sure to give consideration to your
restatement of both the 3-month and 6-month interim periods ended June 30, 2023 with
respect to your income statements.
NOTE 3B - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS AS
OF December 31, 2022, page F-66
3.We note that you have restated your financial statements on pages F-59 through F-62 to
correct errors related to your accounting for intangible assets whereby the restated
financial statements now reflect the impact of recording amortization expense on
intangible assets.  Please revise your note 3A and/or 3B to disclose the nature of the error
(e.g., understatement of amortization expense on intangible assets) and the effect of the
correction on each financial statement line item on your various financial statements (e.g.,
Intangible assets, net of accumulated amortization, total assets and total stockholders'
equity on your balance sheet, amortization expense of intangibles and net loss on your
consolidated statements of operations, etc.).  Reference is made to ASC 250-10-50-7.
Please revise in an amended filing or otherwise advise.
NOTE 7 - INTANGIBLE ASSETS, page F-68
4.Please confirm that you will enhance your disclosure related to intangible assets to meet
the requirements of ASC 350-30-50-2 for your future filings after the completion of your
de-SPAC transaction.  Additionally, in an amended filing on Form S-4, you may simply
disclose within Note 7 the amount of estimated aggregate amortization on intangible
assets for calendar year 2023.
            Please 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.

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   JOAN S. GUILFOYLE

   Senior Counsel

  901 New York Avenue NW    Direct

   202.524.8467

  3rd Floor East   Main

   202.618.5000

   Washington, DC  20001-4432

   Fax

   202.618.5001

   jguilfoyle@loeb.com

 October 5, 2023

 Benjamin Holt

 Jeffrey Gabor

 Shannon Menjivar

 Howard Efron

 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.

   Amendment No. 6 to Registration Statement on Form S-4

 Filed September 19, 2023

 File No. 333-268817

 Dear Mr. Holt, Mr. Gabor, Ms. Menjivar, and Mr. Efron:

 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 Company’s response to the comments contained in the Staff’s letter dated September 29, 2023 (the “Comment Letter”) regarding Amendment No. 6 to the Company’s Registration Statement on Form S-4 the “Sixth Amended Registration Statement”). Concurrent herewith, we are filing Amendment No. 7 to the Registration Statement reflecting the changes set forth below (the “Seventh Amended Registration Statement”). For ease of reference, we have reproduced the comments below in bold with our response following each comment.

 Risk Factors

 “During the period from June 21, 2021 . . . Royalty had no revenue”, page 31

          1.

   We note your disclosure that indicates that 100% of Royalty’s revenue came from three sources for the year ended December 31, 2022 and that the revenue is comprised of the performance of environmental services and royalty and lease revenue governed by the underlying contracts. Please update this risk factor to address significant revenue concentrations for a current interim period in 2023 and supplementally tell us if 100% of the revenues in the interim period in 2023 came from the same three sources that represented 100% of Royalty’s 2022 revenues. Finally, supplementally tell us the name of the underlying contracts for the three sources.

 U.S. Securities and Exchange Commission

 October 5, 2023

 Page 2

 RESPONSE: The Risk Factor has been revised in accordance with the Staff’s comment. For the information of the staff, the revenue categories of the three revenue sources that comprised the revenues in 2022 were (i) Carnegie Override/Carnegie 2 Royalty, (ii) Real Estate and (iii) Data Hosting and Services. Royalty also earns income from investments in LLCs including Fub Mineral LLC and Ferox LLC which is accounted for as Other Income.

 Unaudited Pro Forma Condensed Combined Balance Sheet June 30, 2023, page 48

          2.

   Please be advised the purpose of pro forma financial statements is to provide investors with sufficient information about the impact of probable transactions to allow them to make informed decisions. In this regard, it is not clear how you determined it is appropriate to present negative cash balances in the pro forma financial statements since it does not reflect outcomes that can occur. Please revise the pro forma financial statements to comply with Article 11 of Regulation S-X or explain to us how and why you believe the current presentation is meaningful or appropriate.

   RESPONSE: The Pro Forma Condensed Combined Balance Sheet has been corrected.

 Certain Royalty Projected Financial Information, page 76

          3.

   We note your response to comment 3. However, it remains unclear whether the disinterested board members still believe the Royalty financial projections have a reasonable basis, despite the delay in the closing of the business combination transaction and Royalty’s failure to achieve projected results to date. Please revise accordingly. Refer to Item 10(b)(3)(iii) of Regulation S-K.

   RESPONSE: Amendment No. 7 has been revised to disclose that while the disinterested directors believed at the time the Royalty financial projections were prepared and initially reviewed in connection with the approval of the Business Combination Agreement, they no longer believe that the remaining projections are likely to be achieved within the original timeline. For the information of the Staff, the underlying royalties and investment opportunities have not been degradated by the delay of closing.

   Additionally, please revise to include in the prospectus your statement that the disinterested board continues to recommend approval of the business combination, as indicated in your response letter dated September 18, 2023.

   Response: The disclosure has been revised to state that the disinterested board continues to recommend approval of the business combination.

 U.S. Securities and Exchange Commission

 October 5, 2023

 Page 3

          4.

   We note your response to comment 5. However, we are unable to locate your revised disclosure. Please revise to remove the disclaimers that readers are cautioned not to rely on the projections in making a decision regarding the business combination transaction.

   Response: The disclosure has been revised to delete the statement that investors should not rely on the projections.

 Certain Royalty Projected Financial Information

 Key assumption as outlined are as follows:, page 77

          5.

   We note that you have added new disclosure to address the reason(s) for variance from projections on pages 77 to 79 on a contract by contract basis (e.g., FUB Mineral LLC, Pike Carbon Processing, Surface and Mining Rights, etc.). Please expand such disclosure to clearly state, where true, that no revenues were generated to date through September 30, 2023.

     Response: The disclosure has been revised to clearly state, where true, that no revenues were generated through September 30, 2023.

   6.

   We note the descriptions provided on a contract by contract basis on pages 77 to 79 indicate, for certain of the contracts, that there are anticipated contracts and anticipated investments to provide capital or to purchase land. Please tell us whether there are any significant changes to these anticipated arrangements as of September 30, 2023 that should be considered for disclosure because circumstances have changed and these arrangements are no longer anticipated or for other reasons that may currently cast doubt on revenue generation (e.g., significant changes in negotiations and terms that will significantly impact revenues and other such events); or that the anticipated contracts were finalized and signed by or before September 30, 2023. Further, please tell us supplementally if there are any minimum requirements for you to anticipate a contract. For example, does an anticipated contract require a signed letter of intent be executed by Royalty and the other party to the anticipated contract? Finally, your response should specifically address the following:

     • The disclosure made on page F-51 related to Energy Technologies, Inc. which states that Royalty entered into an agreement during September 2022 to purchase a partial interest in a density gauge analyzer manufactured by Energy Technologies, Inc. for $52,700. Please confirm whether or not you have a valid signed agreement in place related to the underlying intangible asset in light of the description on page 78 which uses the term anticipated contract.

     • The disclosure on page F-50 related to Mining Permit Package states that you 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. While the intangible asset appears to be recorded for the amount spent on obtaining a permit, in light of your disclosure on page 78 that surface and mining rights are subject to anticipated investment in property and anticipated contracts, please specifically address whether any of these arrangements have been finalized. If not, please tell us why you feel it is appropriate to capitalize the cost of the permits as a Mining Permit Package intangible asset versus expensing the permit costs. In your response, please cite any relevant accounting guidance upon which you have relied.

 U.S. Securities and Exchange Commission

 October 5, 2023

 Page 4

 Response:

 For the information of the Staff, no significant changes have occurred through September 30, 2023 relating to actual or potential contracts or agreements outlined on pages 77-79 which would create significant changes in negotiations or terms which would significantly affect revenues.

 For the information of the Staff, the minimum requirements to anticipate a contract are oral dialogue between potential contracting parties.

 Related to bullet #1

 For the information of the Staff, there is a current contract in place for the ETI equipment.

 Related to bullet #2:

 For the information of the Staff, royalty is paying permitting fees as an investment in a future royalty stream. Royalty is not the operator or responsible party of the permits which would require ongoing periodic permit maintenance fees which would be expensed in its normal course of business. Royalty will earn a royalty stream based upon its investment. These investments were made to earn a royalty stream and not made in the normal course of operating a mining permit, nor did Royalty take ownership in the mining permits, therefore being accounted for an intangible under ASC 350.

 Key Factors Affecting Our Performance, page 115

          7.

   We note your response to comment 4. Please also update your disclosure in “Key Factors Affecting Our Performance” in your MD&A. Additionally, discuss any other material factors that have impacted your actual operating results or that are reasonably likely to cause your actual operating results not to be necessarily indicative of your future operating results. In this regard, we note that your page 77 disclosure refers to “a variety of factors, including the delay in the closing of the transaction” as reasons why “the actual results have varied from the projected results significantly.”

   Response: The MD&A has been revised in accordance with the Staff’s comments.

 Liquidity and Capital Resources, page 116

 U.S. Securities and Exchange Commission

 October 5, 2023

 Page 5

          8.

   We note your response to comment 6. 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.

   Response: The text has been revised in response to the Staff's comment.

 Condensed Consolidated Statement of Cash Flows, page F-43

          9.

   We note your response to comments 10 and 17 related to your decision to reclassify a Texas Tech intangible asset to a note receivable effective January 1, 2023. It continues to be unclear to us why you have reflected this reclassification transaction within the statements of cash flows because your response does not suggest that you generated or used cash. Please provide a more fulsome discussion of the reclassification transaction which specifically addresses how cash was provided and/or used and why it is appropriate to reflect the captions note receivable and intangible assets within the net cash used section of the statement of cash flows for amounts of ($100,000) and $145,000, respectively, during the six-months ended June 30, 2023. Additionally, please confirm whether or not you have a signed agreement or note to support your note receivable from Texas Tech and supplementally tell us if you followed your policy on page F-64 related to this note and determined that you do not need to take an allowance for doubtful accounts on this note. Finally, please enhance your disclosure in an amended filing to detail the key terms of the note.

   Response: Formula error created a cash flow adjustment in error. Statement of Cash Flow has been corrected and the re-classification has been moved to Supplemental Information. Additionally, there is a signed contract and the disclosure has been enhanced to include key terms of the note.

 NOTE 7 – INTANGIBLE ASSETS, page F-68

          10.

   We note your response to comment 12 as it relates to the Mining Permit Package (also referred to as Surface and Mining Rights) and remind you of our request that you provide a fulsome response of your consideration of both Accounting Standards Codification (ASC) 350-30-35-3, 3(c) and 35-4. As it relates to paragraph 3(c), it appears that your response did not fully address the term of the “anticipated contract” which is disclosed on page 78 as the later of 10 years or the exhaustion of mineral. As it relates to paragraph 35-4, your response indicates that it is not possible to determine (e.g., it is indeterminate) a period over which the intangible asset is expected to contribute to the cash flows of Royalty because the operator has decision making over the extraction process (e.g., speed and volume decisions related to the extraction). In evaluating your response, it remains unclear how you concluded that the Mining Permit Package represents an indefinite-lived intangible asset under the ASC references noted above. We note that paragraph 35- -4 specifically indicates that the term “indefinite does not mean the same as infinite or indeterminate” and that the useful life of an intangible asset is indefinite if “there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the reporting entity.” It appears based on your disclosures and your response that your intangible asset has a foreseeable limit under paragraph 3(c) based on a term of the later of 10 years or exhaustion of mineral. Please advise and/or revise your financial statements accordingly.

   Response: The life of the intangible has been restated to 10 years to be conservative on the probability of future extensions.

 U.S. Securities and Exchange Commission

 October 5, 2023

 Page 6

          11.

   We note your response to comment 12 as it relates to the Carnegie Override Royalty (also referred to as Carnegie 2) and remind you of our request that you provide a fulsome response of your consideration of both Accounting Standards Codification (ASC) 350-30-35-3, 3(c) and 35-4. As it relates to paragraph 3(c), it appears that your response did not fully address the term of the existing contract which is disclosed on page 78 as being based on exhaustion of mineral. As it relates to paragraph 35-4, your response indicates that it is not possible to determine (e.g., it is indeterminate) a period over which the intangible asset is expected to contribute to the cash flows of Royalty because the operator has decision making over the extraction process (e.g., speed and volume decisions related to the extraction). In evaluating your response, it remains unclear how you concluded that the Carnegie Override Royalty represents an indefinite-lived intangible asset under the ASC references noted above. We note that paragraph 35-4 specifically indicates that the term “indefinite does not mean the same as infinite or indeterminate” and that the useful life of an intangible asset is indefinite if “there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the reporting entity.” It appears based on your disclosures and your response that your intangible asset has a foreseeable limit under paragraph 3(c) based on a term for the exhaustion of mineral. Please advise and/or revise your financial statements accordingly.

   Response: The life of the intangible has been restated to 15 years to be conservative on the probability of future mining plans and production.

   12.

   We note your response to comment 13 as it relates to MC Mining (also referre

United States securities and exchange commission logo
September 29, 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. 6 to Registration Statement on Form S-4
Filed September 19, 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 31, 2023 letter.
Amendment No. 6 to Registration Statement on Form F-6 filed September 19, 2023
Risk Factors
"During the period from June 21, 2021 . . . Royalty had no revenue", page 31
1.We note your disclosure that indicates that 100% of Royalty’s revenue came from
three sources for the year ended December 31, 2022 and that the revenue is comprised of
the performance of environmental services and royalty and lease revenue governed by the
underlying contracts.  Please update this risk factor to address significant revenue
concentrations for a current interim period in 2023 and supplementally tell us if 100% of
the revenues in the interim period in 2023 came from the same three sources that
represented 100% of Royalty's 2022 revenues.  Finally, supplementally tell us the name of
the underlying contracts for the three sources.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 September 29, 2023 Page 2
 FirstName LastNameMark C. Jensen
American Acquisition Opportunity Inc.
September 29, 2023
Page 2
Unaudited Pro Forma Condensed Combined Balance Sheet June 30, 2023, page 48
2.Please be advised the purpose of pro forma financial statements is to provide investors
with sufficient information about the impact of probable transactions to allow them to
make informed decisions.  In this regard, it is not clear how you determined it is
appropriate to present negative cash balances in the pro forma financial statements since it
does not reflect outcomes that can occur.  Please revise the pro forma financial statements
to comply with Article 11 of Regulation S-X or explain to us how and why you believe
the current presentation is meaningful or appropriate.

Certain Royalty Projected Financial Information, page 76
3.We note your response to comment 3.  However, it remains unclear whether the
disinterested board members still believe the Royalty financial projections have a
reasonable basis, despite the delay in the closing of the business combination transaction
and Royalty's failure to achieve projected results to date.  Please revise accordingly.  Refer
to Item 10(b)(3)(iii) of Regulation S-K.

Additionally, please revise to include in the prospectus your statement that the
disinterested board continues to recommend approval of the business combination, as
indicated in your response letter dated September 18, 2023.
4.We note your response to comment 5.  However, we are unable to locate your revised
disclosure.  Please revise to remove the disclaimers that readers are cautioned not to rely
on the projections in making a decision regarding the business combination transaction.
Certain Royalty Projected Financial Information
Key assumption as outlined are as follows:, page 77
5.We note that you have added new disclosure to address the reason(s) for variance from
projections on pages 77 to 79 on a contract by contract basis (e.g., FUB Mineral
LLC, Pike Carbon Processing, Surface and Mining Rights, etc.).  Please expand
such disclosure to clearly state, where true, that no revenues were generated to date
through September 30, 2023.
6.We note the descriptions provided on a contract by contract basis on pages 77 to
79 indicate, for certain of the contracts, that there are anticipated contracts and anticipated
investments to provide capital or to purchase land.  Please tell us whether there are any
significant changes to these anticipated arrangements as of September 30, 2023 that
should be considered for disclosure because circumstances have changed and these
arrangements are no longer anticipated or for other reasons that may currently cast doubt
on revenue generation (e.g., significant changes in negotiations and terms that will
significantly impact revenues and other such events); or that the anticipated contracts were
finalized and signed by or before September 30, 2023.  Further, please tell us

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 September 29, 2023 Page 3
 FirstName LastNameMark C. Jensen
American Acquisition Opportunity Inc.
September 29, 2023
Page 3
supplementally if there are any minimum requirements for you to anticipate a contract.
For example, does an anticipated contract require a signed letter of intent be executed by
Royalty and the other party to the anticipated contract?  Finally, your response should
specifically address the following:

•The disclosure made on page F-51 related to Energy Technologies, Inc. which states
that Royalty entered into an agreement during September 2022 to purchase a partial
interest in a density gauge analyzer manufactured by Energy Technologies, Inc. for
$52,700.  Please confirm whether or not you have a valid signed agreement in place
related to the underlying intangible asset in light of the description on page 78 which
uses the term anticipated contract.
•The disclosure on page F-50 related to Mining Permit Package states that you 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.  While the intangible asset
appears to be recorded for the amount spent on obtaining a permit, in light of your
disclosure on page 78 that surface and mining rights are subject to anticipated
investment in property and anticipated contracts, please specifically address whether
any of these arrangements have been finalized.  If not, please tell us why you feel it is
appropriate to capitalize the cost of the permits as a Mining Permit Package
intangible asset versus expensing the permit costs.  In your response, please cite any
relevant accounting guidance upon which you have relied.
Key Factors Affecting Our Peformance, page 115
7.We note your response to comment 4.  Please also update your disclosure in "Key Factors
Affecting Our Performance" in your MD&A.  Additionally, discuss any other material
factors that have impacted your actual operating results or that are reasonably likely to
cause your actual operating results not to be necessarily indicative of your future operating
results.  In this regard, we note that your page 77 disclosure refers to "a variety of factors,
including the delay in the closing of the transaction" as reasons why "the actual results
have varied from the projected results significantly."
Liquidity and Capital Resources, page 116
8.We note your response to comment 6.  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.
Condensed Consolidated Statement of Cash Flows, page F-43
9.We note your response to comments 10 and 17 related to your decision to reclassify a
Texas Tech intangible asset to a note receivable effective January 1, 2023.  It continues to
be unclear to us why you have reflected this reclassification transaction within the
statements of cash flows because your response does not suggest that you generated or
used cash.  Please provide a more fulsome discussion of the reclassification transaction

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 September 29, 2023 Page 4
 FirstName LastNameMark C. Jensen
American Acquisition Opportunity Inc.
September 29, 2023
Page 4
which specifically addresses how cash was provided and/or used and why it is
appropriate to reflect the captions note receivable and intangible assets within the net cash
used section of the statement of cash flows for amounts of ($100,000) and $145,000,
respectively, during the six-months ended June 30, 2023.  Additionally, please confirm
whether or not you have a signed agreement or note to support your note receivable from
Texas Tech and supplementally tell us if you followed your policy on page F-64 related to
this note and determined that you do not need to take an allowance for doubtful accounts
on this note.  Finally, please enhance your disclosure in an amended filing to detail the
key terms of the note.
NOTE 7 – INTANGIBLE ASSETS, page F-68
10.We note your response to comment 12 as it relates to the Mining Permit Package (also
referred to as Surface and Mining Rights) and remind you of our request that you provide
a fulsome response of your consideration of both Accounting Standards Codification
(ASC) 350-30-35-3, 3(c) and 35-4.   As it relates to paragraph 3(c), it appears that your
response did not fully address the term of the "anticipated contract" which is disclosed on
page 78 as the later of 10 years or the exhaustion of mineral.  As it relates to paragraph
35-4, your response indicates that it is not possible to determine (e.g., it is indeterminate) a
period over which the intangible asset is expected to contribute to the cash flows of
Royalty because the operator has decision making over the extraction process (e.g., speed
and volume decisions related to the extraction).  In evaluating your response, it remains
unclear how you concluded that the Mining Permit Package represents an indefinite-lived
intangible asset under the ASC references noted above.  We note that paragraph 35-4
specifically indicates that the term "indefinite does not mean the same as infinite or
indeterminate" and that the useful life of an intangible asset is indefinite if "there is no
foreseeable limit on the period of time over which it is expected to contribute to the cash
flows of the reporting entity."  It appears based on your disclosures and your response that
your intangible asset has a foreseeable limit under paragraph 3(c) based on a term of the
later of 10 years or exhaustion of mineral.  Please advise and/or revise your financial
statements accordingly.
11.We note your response to comment 12 as it relates to the Carnegie Override Royalty (also
referred to as Carnegie 2) and remind you of our request that you provide a fulsome
response of your consideration of both Accounting Standards Codification (ASC) 350-30-
35-3, 3(c) and 35-4.   As it relates to paragraph 3(c), it appears that your response did not
fully address the term of the existing contract which is disclosed on page 78 as being
based on exhaustion of mineral.  As it relates to paragraph 35-4, your response indicates
that it is not possible to determine (e.g., it is indeterminate) a period over which the
intangible asset is expected to contribute to the cash flows of Royalty because the operator
has decision making over the extraction process (e.g., speed and volume decisions related
to the extraction).  In evaluating your response, it remains unclear how you concluded that
the Carnegie Override Royalty represents an indefinite-lived intangible asset under the
ASC references noted above.  We note that paragraph 35-4 specifically indicates that the

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 September 29, 2023 Page 5
 FirstName LastNameMark C. Jensen
American Acquisition Opportunity Inc.
September 29, 2023
Page 5
term "indefinite does not mean the same as infinite or indeterminate" and that the useful
life of an intangible asset is indefinite if "there is no foreseeable limit on the period of
time over which it is expected to contribute to the cash flows of the reporting entity."  It
appears based on your disclosures and your response that your intangible asset has a
foreseeable limit under paragraph 3(c) based on a term for the exhaustion of mineral.
Please advise and/or revise your financial statements accordingly.
12.We note your response to comment 13 as it relates to MC Mining (also referred to as Real
Estate) and your conclusion that you have an indefinite-lived intangible asset because the
initial term of 30 years can be extended by the lessee for as long as they desire.  We
remain unclear how you have determined you have an indefinite-lived intangible asset
because you have also indicated that under contract Section 3(b) that “[a]t any time during
the Term, Lessee may terminate this Agreement by giving notice in writing of its intention
to do so,” and you have not provided the basis for an accounting determination to extend
beyond the initial term other than you are willing to let the lessee extend the term for as
long as they desire.  It appears that you have a contractual limitation for the term under
ASC 350-30-35-3(c) and that you do not have a indefinite-lived asset under 35-4.  Please
advise and/or revise your financial statements accordingly.  Additionally, we note that the
term under key assumptions on page 78 is a term of 10 years and request that you explain
the inconsistency between the 10-year and 30-year terms.
13.We note your response to comment 14 as it relates to Energy Technologies Inc. (also
referred to as ETI - Clean Energy) and remind you of our request that you provide a
fulsome response of your consideration of both ASC 350-30-35-3(e) and 35-4.  In your
response, you indicated that you were unable to determine the useful life of a density
gauge analyzer because it is based on the volume of material which flows through the
equipment and that you are not the operator of the equipment.  In evaluating your
response, we remain unclear how you determined that the Energy Technologies Inc.
intangible asset represents an indefinite-lived intangible asset under ASC 350-30-35-3(c)
and 35-4.  We note that 35-4 specifically indicates that the term "indefinite does not mean
the same as infinite or indeterminate" and that the useful life of an intangible asset is
indefinite if "there is no foreseeable limit on the period of time over which it is expected
to contribute to the cash flows of the reporting entity."  It appears based on your
disclosures and your response that your intangible asset has a foreseeable limit under
paragraph 3(c) based on the life of each density meter as you have disclosed such a term
on page 78.  Please advise and/or revise your financial statements accordingly.
14.We note your response to comment 16 as it relates to RMC Environmental Services and
your accounting for an indefinite-lived intangible asset.  In evaluating your response, we
remain unclear how you determined that the RMC Environment Services asset represents
an indefinite-lived intangible asset under ASC 350-30-35-3, 3(c) and 35-4.  It appears
based on your disclosures and your response that your intangible asset has a foreseeable
limit under paragraph 3(c) based on a contract term which you stated was "5 years, with
two 5 year extensions; thereafter renewable annually at mutual consent unless notice is

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 September 29, 2023 Page 6
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
September 29, 2023
Page 6
given at least 30 days prior to an extension."  Please advise and/or revise your financial

CORRESP
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amao_corresp.htm

   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

 September 18, 2023

 Benjamin Holt

 Jeffrey Gabor

 Shannon Menjivar

 Howard Efron

 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.

   Amendment No. 5 to Registration Statement on Form S-4

 Filed August 24, 2023

 File No. 333-268817

 Dear Mr. Holt, Mr. Gabor, Ms. Menjivar, and Mr. Efron:

 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 Company’s response to the comments contained in the Staff’s letter dated August 31, 2023 (the “Comment Letter”) regarding Amendment No. 5 to the Company’s Registration Statement on Form S-4 the “Fifth Amended Registration Statement”). Concurrent herewith, we are filing Amendment No. 6 to the Registration Statement reflecting the changes set forth below (the “Sixth Amended Registration Statement”). For ease of reference, we have reproduced the comments below in bold with our response following each comment.

 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.

   Response: The Pro Forma Data presentation for the six-month interim period has been corrected in accordance with the Staff’s comment.

  1

 U.S. Securities and Exchange Commission

 September 18, 2023

 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.

   Response: The referenced tables have been corrected in accordance with the Staff’s comment.

 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.

   Response: The disclosure has been revised to state that that the disinterested directors believe that the projections had a reasonable basis at the time the projections were provided. As disclosed, the disinterested board did not think it necessary to obtain new projections after the merger agreement had been signed as it deemed that actual results were more critical. The disinterested board reviews on a regular basis the results of Royalty as compared to the projections as well as the reasons for the variations between the projections and the actual results. While the actual results are not as projected, the disinterested board believes that there are a range of factors resulting in this difference and continues to recommend approval of the business combination.

     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.

     Response: The disclosure has been revised to disclose that the delay in the closing was one of the reasons for the variance between actual results and projected results.  The material assumptions used have been disclosed.

  2

 U.S. Securities and Exchange Commission

 September 18, 2023

     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.

     Response: The disclosure has been revised in accordance with the Staff’s comment.

 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.

   Response: The disclosure has been revised in accordance with the Staff’s comment.

 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.

     Response: The Cash Flow information on page 117 has been revised in accordance with the Staff’s comment.

 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.

   Response: The referenced financial statements have been corrected in accordance with the Staff’s comment.

  3

 U.S. Securities and Exchange Commission

 September 18, 2023

     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.

   Response: Page F-17 has been revised in accordance with the Staff’s comment

 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.

   Response: Due to change in contract terms of the transaction with Texas Tech, the classification of the investment was changed from an intangible asset to a note receivable effective 1/1/2023. Please see the response to comment #17 as well.

 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., Coaking Coal Financing LLC, RMC Environmental Services LLC and Texas Tech University intangible assets whether or not 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).

   Response: In response to the Staff’s comment, the requested information is as follows:

 Mining Permit Package – This intangible is included within the caption “Surface and Mineral Rights Acquisition” as it relates to the business plan of that revenue line which is deriving a royalty from the business of surface and mineral rights..

 MC Mining –This intangible is included under the caption “Real Estate” and is related to this caption as it represents an interest in lease income.

 Carnegie ORR – This intangible is included under the caption “Carnegie 2” and is related to this caption as it the underlying mining site identified.

 Energy Technologies Inc. – This intangible is included under the caption “ETI – Clean Energy” and is related to this caption as it is the underlying item for this revenue line.

 Coaking Coal Financing LLC – No, this was not included in projections.

 RMC Environmental Services LLC – No, this was not included in projections.

 Texas Tech University – No, this was not included in projections

  4

 U.S. Securities and Exchange Commission

 September 18, 2023

     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.”

   Response: In response to the Staff’s comment, please note the determination was made in accordance with the following guidance with the application of the guidance to the specific royalty stream indicated in bold

 Mining Permit Package

     ASC 350-30-35-1

   The accounting for a recognized intangible asset is based on its useful life to the reporting entity. An intangible with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized.

   ASC 350-30-35-3

   The estimate of the useful life of an intangible asset to an entity shall be based on an analysis of all pertinent factors, in particular, all of the following factors with no one factor being more presumptive than the other:

   a. The expected use of the asset by the entity. Royalty

         b. The expected useful life of another asset or a group of assets to which the useful life of the intangible asset may relate. NA

 c. Any legal, regulatory, or contractual provisions that may limit the useful life. The cash flows and useful lives of intangible assets that are based on legal rights are constrained by the duration of those legal rights. Thus, the useful lives of such intangible assets cannot extend beyond the length of their legal rights and may be shorter. The permitting requirements allow for automatic annual renewals provided as long as minimum standards are being abided by.

 d. The entity’s own historical experience in renewing or extending similar arrangements, consistent with the intended use of the asset by the entity, regardless of whether those arrangements have explicit renewal or extension provisions. In the absence of that experience, the entity shall consider the assumptions that market participants would use about renewal or extension consistent with the highest and best use of the asset by market participants, adjusted for entity specific factors in this paragraph. Within the mining industry most contracts contain automatic renewals which avoid risks of future permit or regulator review or transfers

 e. The effects of obsolescence, demand, competition, and other economic factors (such as the stability of the industry, known technological advances, legislative action that results in an uncertain or changing regulatory environment, and expected changes in distribution channels). Low effect as royalty is based off of sales for inputs into the steel production

 f. The level of maintenance expenditures required to obtain the expected future cash flows from the asset (for example, a material level of required maintenance in relation to the carrying amount of the asset may suggest a very limited useful life). As in determining the useful life of depreciable tangible assets, regular maintenance may be assumed but enhancements may not. Noted.

  5

 U.S. Securities and Exchange Commission

 September 18, 2023

     ASC 350-30-35-4

     If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite. The Permits are operated under an assumption of automatic 5-year renewals which is standard for the industry. Ongoing renewal costs are minimal and are mostly clerical in nature. Future potential renewal modifications or delays are unknown at the present time. The company is not the operator of the permits and therefore does not have decision making power over speed or volume in which the underlying resources are extracted therefore determining eventual useful life of contributed cash flows is not possible.

 Description of Asset and future c

United States securities and exchange commission logo
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.

CORRESP
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   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

 August 14, 2023

 Benjamin Holt

 Jeffrey Gabor

 Shannon Menjivar

 Howard Efron

 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.

   Amendment No. 3 to Registration Statement on Form S-4

 Filed July 28, 2023

 File No. 333-268817

 Dear Mr. Holt, Mr. Gabor, Ms. Menjivar, and Mr. Efron:

 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 Company’s response to the comments contained in the Staff’s letter dated August 11, 2023 (the “Comment Letter”) regarding Amendment No. 3 to the Company’s Registration Statement on Form S-4 (the “Third Amended Registration Statement”). Concurrent herewith, we are filing Amendment No. 4 to the Registration Statement reflecting the changes set forth below (the “Fourth Amended Registration Statement”).  For ease of reference, we have reproduced the comments below in bold with our response following each comment.

 Please note that the Company has a limited life and will need to be liquidated if the business combination is not completed by September 22, 2023. As such, in the interest of time, Amendment No. 4 is being filed in response to the Comment Letter today. The Company is aware that it will be required to update the financial data prior to effectiveness and will file a subsequent Amendment to do so.

 U.S. Securities and Exchange Commission

 August 14, 2023

 Page 2

 Amendment No. 3 to Registration Statement on Form S-4 filed July 28, 2023

 Unaudited Pro Forma Condensed Combined Statement of Operations, page 52

    1.

   We note that pages 52 to 54 use weighted average shares of 14,569,365 under each of the redemption scenarios in the pro forma combined column. We note on page 59 that the weighted average shares of 14,569,365 appear to relate to your calculation for the year ended December 31, 2021. Please advise.

   RESPONSE: Pages 52-54 have been revised to correct the reference to December 31, 2021 to refer to December 31, 2022.

 Proposal No. 1 - The Business Combination Proposal

 Background of the Business Combination, page 66

    2.

   We note your response to comment 6 and refer to comment 11 in our letter dated February 24, 2023 and comment 34 in our letter dated January 12, 2023. Please revise to identify the firm engaged to provide a fairness opinion.

   RESPONSE:  Page 73 has been revised to identify the firm that had been engaged to provide a fairness opinion.

 Certain Royalty Projected Financial Information, page 76

    3.

   In a supplemental response, please provide us with your calculations for each of the following revenue projections. Your response should illustrate, wherever possible, the key components of the calculation (e.g., volumes/respective units, pricing components, Royalty Management Corporations split on royalties, etc.).

   ·

   Harvest – Seedlings, Year 3 projected revenues of $500,063

   ·

   Data Hosting and Services, Year 2 projected revenues of $1,745,250

   ·

   Data Hosting and Services, Year 4 projected revenues of $7,434,000

   ·

   FUB Mineral, Year 2 projected revenues of $4,154,553

   RESPONSE: In response to the Staff’s comment, the Company hereby provides the  supplemental information requested:

   Harvest Seedlings, Year 3 projected revenues of $500,063

   This revenue projection is based on a per unit price of $12.00 in all of the years shown.  The unit projections are shown on page 76. For year 3, it was projected that a total of 41,672 seedlings were sold resulting in the total projected revenues of $500,063.  It was also assumed that Royalty would receive 100% of these revenues.

   Data Hosting and Services, Year 2 projected revenues of $1,745,250

   This revenue projection is based on a per token price of $22,500 in all years shown. The unit projections are shown on page 76. For year 2, the projections assumed 77.5 tokens sold resulting in total revenues of $1,745,250. It was also assumed that Royalty would receive 100% of these revenues.

 U.S. Securities and Exchange Commission

 August 14, 2023

 Page 3

   Data Hosting and Services, Year 4 projected revenues of $7,434,000

   For year 4, the revenue projections assumed 330.40 tokens sold at $22,500 per token resulting in total revenues of $7,434,000.  It was also assumed that Royalty would receive 100% of these revenues.

   FUB Mineral, Year 2 projected revenues of $4,154,553

   Projected revenue was based on a price per ton of mineral of $8.66.  For year 2, it was assumed that a total of 480,000 tons would be sold resulting in total revenues of $4,154,553.  It was also assumed that Royalty would receive 100% of these revenues.

   4.

   We note your responses to comment 8, 9 and 10.  Please further revise to disclose why the change in trends is appropriate and the assumptions are reasonable.  We note that the financial projections show significant growth in volume between Year 1 (2022) and Year 2 (2023), which then becomes the basis for additional growth in volume between Years 2, 3, 4, and 5.  However, given Royalty's results of operations for the year ended December 31, 2022 and the three months ended March 31, 2023, it is unclear whether there is a reasonable basis for the financial projections and their underlying assumptions.

   RESPONSE:  In response to the Staff’s comment, the Company has added disclosure clarifying the time at which the projections were prepared and factors that have had some impact on Royalty’s ability to achieve projections.  As Royalty had little operating history, projections are difficult to make with any certainty.  The Company has added disclosure regarding the board’s belief as to the reasons why actual results are significantly less than projected revenues.

   5.

   We note your response to comment 12.  We note projected revenues of $4.4 million and $16.3 million for 2022 and 2023.  We also note that your actual total income for the year ended December 31, 2022 was $172,686 and total revenues for months ended March 31, 2023 was $67,052.  It appears that you missed your 2022 projections and will miss your 2023 projections.  Please revise your background discussion to make this clear and disclose that the Board determined not to ask for updated projections.  Please also update your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated information about the company’s financial position and further risks to the business operations and liquidity in light of these circumstances.

   RESPONSE: Page 77 has been revised to disclose that actual revenues have not met projected revenues.  Page __ has been revised to update the disclosure regarding Liquidity and Capital Resources in response to the Staff’s comment.  The Company has also added a Risk Factor on page 31 discussing the projections and Royalty’s failure to achieve the projected results to date.

   Cash Flows, page 117

   6.

   Please revise to reflect the changes made to Royalty Management Corporation's condensed consolidated statement of cash flows for the year ended December 31, 2022.

   RESPONSE:  Page 117 has been revised in accordance with the Staff’s comment

 U.S. Securities and Exchange Commission

 August 14, 2023

 Page 4

 Condensed Consolidated Statement of Cash Flows, page F-62

    7.

   We note that Royalty Management Corporation's financial statements were restated in response to comments 16 and 18. Please revise to disclose prominently, on the face of the financial statements, that they have been restated, provide a note to the financial statements that thoroughly explains and quantifies revisions made in accordance with FASB ASC 250-10-50-7, and advise your independent accountant to (i) revise their report to refer to the restatement and the explanatory note and(ii) re-date or dual-date their report, as necessary, to comply with AICPA AU-C Section 560.A11. Please also include an updated consent from your auditor.

   RESPONSE:  The Royalty opinion of auditors on page F-58 has been revised in accordance with the Staff’s comment.  In addition, a note to the financial statements has been added on page F-66_ in accordance with the Staff’s comment.  An updated consent has been filed as Exhibit 23.2.

 Note 3 - Investments in Corporations and LLCs, page F-67

    8.

   We note your response to comment 17 and your disclosure which indicates that Royalty owns a 9.9% interest in Ferrox as of 12-31-22 after the acquisition of 95 million shares of Ferrox in December 2022. Please tell us the percentage ownership that Royalty has in Ferrox as of 6-30-23 and as of a current date. In your response, please indicate whether or not Royalty's percentage ownership calculation takes into effect the 833,335 shares disclosed on F-50 based on earlier transactions during 2022.

   RESPONSE:  As of 6-30-2023 and as of 8-14-2023, Royalty has 9.9% ownership in Ferrox.  The referenced ownership calculation takes into effect the 833,335 shares disclosed on F-50 based on earlier transactions during 2022.

 Note 6 - Intangible Assets, page F-68

    9.

   We note your response to comment 19 and wish to clarify that our comment did not ask for detailed and itemized factors relating to each intangible asset be disclosed in the footnotes. However; we are looking for a fulsome response which may be made supplementally in a correspondence filing and we reissue our comment. For each indefinite-lived intangible asset listed in your chart on page F-68, help us to better understand the nature of each intangible asset and share with us in sufficient detail those factors or considerations that are a part of your analysis that led you to conclude that there are no legal, regulatory, contractual, competitive or economic factors that limit the useful life of each asset to Royalty. Further, we note your prior response appears to indicate that cash flows to be received in the future were not a consideration in whether or not the intangible assets were deemed to be indefinite-lived. Clarify that point further and refer to Section 350-30-35 of the Accounting Standards Codification.

   RESPONSE:  Please see exhibit 1 for supplemental data in response to the Staff’s comment.

 U.S. Securities and Exchange Commission

 August 14, 2023

 Page 5

 Please do not hesitate to contact Mitchell Nussbaum at (212) 407-4159 or Joan S. Guilfoyle at (202) 524-8567 at Loeb & Loeb LLP with any questions or comments regarding this letter.

 Sincerely,

    /s/ Joan S. Guilfoyle

   Joan S. Guilfoyle

   Senior Counsel

 U.S. Securities and Exchange Commission

 August 14, 2023

 Page 6

 Exhibit 1 – supplemental data pertaining to Staff comment #9

 Mining Permit Package

    ASC 350-30-35-1

   The accounting for a recognized intangible asset is based on its useful life to the reporting entity.

     An intangible with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized.

   ASC 350-30-35-4

   If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite.

   Description of Asset and future cash flows

     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.

   Conclusion of Indefinite Lived Determination

     We deem this asset indefinite lived as this tonnage royalty shall continue until such time as all the coal is mined from the Permit. As of 12/31/22, we believe this will continue for the foreseeable future. This will be evaluated annually.

 U.S. Securities and Exchange Commission

 August 14, 2023

 Page 7

 MC Mining

    ASC 350-30-35-1

   The accounting for a recognized intangible asset is based on its useful life to the reporting entity.

     An intangible with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized.

   ASC 350-30-35-4

   If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite.

   Description of Asset and future cash flows

     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.

   Conclusion of Indefinite Lived Determination

     We deem this asset indefinite lived as these rental income payments shall continue for 30 years from the initial lease signing with the ability for the lessee to use the premises as long as they desire on a renewal basis.

     As of 12/31/22, we believe this will continue for the foreseeable future. This will be evaluated annually.

 U.S. Securities and Exchange Commission

 August 14, 2023

 Page 8

 Carnegie Override Royalty

    ASC 350-30-35-1

   The accounting for a recognized intangible asset is based on its useful life to the reporting entity.

     An intangible with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized.

   ASC 350-30-35-4

   If no legal, regulatory, contractual, competitive, economic, or other factors limit the useful life of an intangible asset to the reporting entity, the useful life of the asset shall be considered to be indefinite.

   Description of Asset and future cash flows

     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.

   Conclusion of Indefinite Lived Determination

     We deem this asset indefinite lived as the royalty from coal sold shall continue for as long as there is coal to mine from the related permits.

     As of 12/31/22, we believe this will continue for the foreseeable future. This will be evaluated annually.

 U.S. Securities and Exchange Commission

 August 14, 2023

 Page 9

 Energy Technologies Inc

    ASC 350-30-35-1

   The accounting for a recognized intangible asset is based on its useful life to the reporting entity.

     An intangible with a finite useful life shall be amortized; an intangible asset with an indefinite useful life shall not be amortized.

   ASC 350-30-35-4

   If no legal, regulatory, contractual, competitive, economic,

United States securities and exchange commission logo
August 11, 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. 3 to Registration Statement on Form S-4
Filed July 28, 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 May 22, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed July 28, 2023
Unaudited Pro Forma Condensed Combined Statement of Operations, page 52
1.We note that pages 52 to 54 use weighted average shares of 14,569,365 under each of the
redemption scenarios in the pro forma combined column.  We note on page 59 that the
weighted average shares of 14,569,365 appear to relate to your calculation for the year
ended December 31, 2021.  Please advise.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 August 11, 2023 Page 2
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
August 11, 2023
Page 2
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 66
2.We note your response to comment 6 and refer to comment 11 in our letter dated February
24, 2023 and comment 34 in our letter dated January 12, 2023.  Please revise to identify
the firm engaged to provide a fairness opinion.
Certain Royalty Projected Financial Information, page 76
3.In a supplemental response, please provide us with your calculations for each of the
following revenue projections.  Your response should illustrate, wherever possible, the
key components of the calculation (e.g., volumes/respective units, pricing components,
Royalty Management Corporations split on royalties, etc.).

•Harvest – Seedlings, Year 3 projected revenues of $500,063
•Data Hosting and Services, Year 2 projected revenues of $1,745,250
•Data Hosting and Services, Year 4 projected revenues of $7,434,000
•FUB Mineral, Year 2 projected revenues of $4,154,553
4.We note your responses to comment 8, 9 and 10.  Please further revise to disclose why the
change in trends is appropriate and the assumptions are reasonable.  We note that the
financial projections show significant growth in volume between Year 1 (2022) and Year
2 (2023), which then becomes the basis for additional growth in volume between Years 2,
3, 4, and 5.  However, given Royalty's results of operations for the year ended December
31, 2022 and the three months ended March 31, 2023, it is unclear whether there is a
reasonable basis for the financial projections and their underlying assumptions.
5.We note your response to comment 12.  We note projected revenues of $4.4 million and
$16.3 million for 2022 and 2023.  We also note that your actual total income for the year
ended December 31, 2022 was $172,686 and total revenues for months ended March 31,
2023 was $67,052.  It appears that you missed your 2022 projections and will miss your
2023 projections.  Please revise your background discussion to make this clear and
disclose that the Board determined not to ask for updated projections.  Please also update
your disclosure in Liquidity and Capital Resources, and elsewhere, to provide updated
information about the company’s financial position and further risks to the business
operations and liquidity in light of these circumstances.
Cash Flows, page 117
6.Please revise to reflect the changes made to Royalty Management Corporation's
condensed consolidated statement of cash flows for the year ended December 31, 2022.
Condensed Consolidated Statement of Cash Flows, page F-62
7.We note that Royalty Management Corporation's financial statements were restated in
response to comments 16 and 18. Please revise to disclose prominently, on the face of the

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 August 11, 2023 Page 3
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
August 11, 2023
Page 3
financial statements, that they have been restated, provide a note to the financial
statements that thoroughly explains and quantifies revisions made in accordance with
FASB ASC 250-10-50-7, and advise your independent accountant to (i) revise their report
to refer to the restatement and the explanatory note and(ii) re-date or dual-date their
report, as necessary, to comply with AICPA  AU-C Section 560.A11. Please also include
an updated consent from your auditor.
Note 3 - Investments in Corporations and LLCs, page F-67
8.We note your response to comment 17 and your disclosure which indicates that Royalty
owns a 9.9% interest in Ferrox as of 12-31-22 after the acquisition of 95 million shares of
Ferrox in December 2022.  Please tell us the percentage ownership that Royalty has in
Ferrox as of 6-30-23 and as of a current date.  In your response, please indicate whether or
not Royalty's percentage ownership calculation takes into effect the 833,335 shares
disclosed on F-50 based on earlier transactions during 2022.
Note 6 - Intangible Assets, page F-68
9.We note your response response to comment 19 and wish to clarify that our comment did
not ask for detailed and itemized factors relating to each intangible asset be disclosed in
the footnotes.  However; we are looking for a fulsome response which may be made
supplementally in a correspondence filing and we reissue our comment.  For each
indefinite-lived intangible asset listed in your chart on page F-68, help us to better
understand the nature of each intangible asset and share with us in sufficient detail those
factors or considerations that are a part of your analysis that led you to conclude that there
are no legal, regulatory, contractual, competitive or economic factors that limit the useful
life of each asset to Royalty.  Further, we note your prior response appears to indicate that
cash flows to be received in the future were not a consideration in whether or not the
intangible assets were deemed to be indefinite-lived.  Clarify that point further and refer to
Section 350-30-35 of the Accounting Standards Codification.
            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.

CORRESP
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   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

 July 27, 2023

 Benjamin Holt

 Jeffrey Gabor

 Shannon Menjivar

 Howard Efron

 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.

   Amendment No. 2 to Registration Statement on Form S-4

 Filed May 5, 2023

 File No. 333-268817

 Dear Mr. Holt, Mr. Gabor, Ms. Menjivar, and Mr. Efron:

 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 Company’s response to the comments contained in the Staff’s letter dated May 22, 2023 (the “Comment Letter”) regarding Amendment No. 2 to the Company’s Registration Statement on Form S-4 ( the “Second Amended Registration Statement”). Concurrent herewith, we are filing Amendment No. 3 to the Registration Statement reflecting the changes set forth below (the “Third Amended Registration Statement”). For ease of reference, we have reproduced the comments below in bold with our response following each comment.

 Amendment No. 2 to Registration Statement on Form S-4 filed May 5, 2023

 Basis of Pro Forma Presentation, page 52

     1.

   Please advise why the estimated per share redemption price differs between the $10.10 per share for Intermediate Redemptions and the $10.26 per share assuming Maximum Redemptions.

   RESPONSE: The difference was due to a typographical error which has been corrected in Amendment No. 3 on page 55.

     Transaction Accounting Adjustments, page 54

   2.

   Note D discloses cash proceeds of $632,817 on the issuance of 70,313 shares of Class A common stock. Please explain how the cash proceeds disclosed in Note D reconciles to the adjustments of $274,000 to cash and additional paid-in capital on the pro forma balance sheet or otherwise address this numerical discrepancy. Further, we note that Note B is intentionally omitted but is referenced within Note D. Please advise or revise. Finally, revise your disclosure so that we may better understand the transactions and the pro forma adjustments being addressed within both Notes C and D.

   RESPONSE: The Pro Forma Financial Statements have been revised to correct the noted errors on page 57.

 Proposal No. 1 - The Business Combination

 Background of the Business Combination, page 63

     3.

   We note your response to comment 7. However, it is still unclear how the terms of the business combination "are the result of and equivalent to an arm’s length negotiations between representatives of American Acquisition Opportunity and Royalty." In this regard, we note that your disclosure indicates that the terms of the business combination are the result of negotiations between Messrs. Jensen and Taylor on behalf of American Acquisition Opportunity, and Mr. Sauve on behalf of Royalty, all of whom have financial interests in Royalty. Please revise accordingly.

   RESPONSE: In response to the Staff’s comment, the Company has modified the referenced disclosure on page 66 to clarify that it is the Company’s belief about the arm’s length nature of the negotiation and also to highlight for stockholders, however, the conflict of interest.

     4.

   We note your response to comment 9. However, your disclosure appears to attribute to Blue & Co., LLC the board's valuation range for Royalty, in which case Blue & Co., LLC must be named as an expert and provide their consent to be named. For example, we note your references to the independent CPA firm engaged to do business valuation work as your "valuation expert." We also note your statement on page 70 that "[t]he American Acquisition Board believed that it had taken reasonable steps already by obtaining an independent third-party valuation firm to confirm its valuation range." Please revise accordingly. See Securities Act Rules C&DI 233.02.

   RESPONSE: In response to the Staff’s comment, the disclosures on pages 8, 66, and 70-71 have been revised to delete references to the valuation firm as a “valuation expert” and to clarify that it was the Board making the final determination as to the value to be paid.

     5.

   We note your response to comment 10. However, we did not locate the expanded disclosures. 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 approved business combination agreement. Please identify the original terms, clarify discussion points, and explain how and why any terms were revised over time.

   RESPONSE: In response to the Staff’s comment, additional disclosures have been made to page 69.

     6.

   We note your response to comment 11. Please revise to identify the firm.

   RESPONSE: Please see changes in response to comment 4. Based on our discussions with the Staff, as the Company has revised the disclosure so as to no longer refer to the valuation firm as a valuation expert.

 American Acquisition Opportunity Board's Reasons for Approval of the Business Combination,

 page 70.

     7.

   We note your response to comment 13. However, we did not locate the revised disclosures. Please revise to specify Royalty’s actual/projected enterprise value to revenue and enterprise value to EBITDA for 2021, 2022, and 2023.

   RESPONSE: The disclosure referenced by the Staff can be found on page 75.

 Certain Royalty Projected Financial Information, page 73

     8.

   We note your response to comment 16. Please revise to disclose why the change in trends is appropriate and assumptions are reasonable.

   RESPONSE: In response to the Staff’s comment, the disclosures on page 77 have been revised.

     9.

   We note your response to comment 17. However, it is unclear how the key model assumptions support the volumes / respective units figures in the financial projections. As non-exclusive examples only, we note the following:

   ·

  You state that for the ETI – Clean Energy royalty contract between one and two density gauge meters are expected to be constructed, deployed, and rented per month, which suggests a maximum annual volume of 24 units. However, the figures in the projections for Years 2, 3, 4, and 5 are 26, 50, 74, and 98, respectively.

   ·

  You state that for the Data Hosting and Services royalty contract approximately one-half to one data storage and processing unit is expected to be built and deployed per month, which suggests a maximum annual volume of 12 units. However, the figures in the projections for Years 2, 3, 4, and 5 are 78, 197, 330, and 474, respectively.

   ·

  You state that for the eko royalty contract approximately four homes are expected to be constructed per month, which suggests a maximum annual volume of 48 units. However, the figures in the projections for Years 1, 2, 3, 4, and 5 are 105, 564, 906, 1,050, and 1,194, respectively.

   Please revise or advise, as appropriate.

 RESPONSE: In response to the Staff’s comment, the errors identified have been corrected on page 79.

     10.

   Please revise to specify in the key model assumptions the royalty rate for each royalty contract included in the financial projections.

   RESPONSE: The disclosure regarding the projections has been revised in response to the Staff’s comment have been added on page 78-79.

     11.

   Please revise to reconcile the honey royalty rate for the Pollinate royalty contract. In this regard, we note your disclosure on page 76 that the royalty rate is $5.00 per pound of honey sold. However, in the notes to the financial statements for Royalty on page F-34 you state that the royalty rate is $1.00 per pound.

   RESPONSE: The error on F-69 has been corrected.

     12.

   We note your response to comment 18, including that American Acquisition Opportunity's board reviewed audited financial statements of Royalty in lieu of requesting updated projections. Please explain what consideration the board gave to obtaining updated projections or that the projections cannot be relied upon. In this regard, we note that the projections suggest Royalty would earn approximately $4.4 million in royalty revenue during the period ending December 31, 2022 (Year 1). However, the audited financial statements for the year ended December 31, 2022 show that Royalty earned only $172,686 in total income. We also note that it appears four of the 11 royalty contracts included in the projections have yet to be executed, including the royalty contract projected to become Royalty's highest-earning, ETI - Clean Energy.

   RESPONSE: The board was given quarterly business updates along with reviewing the annual and quarterly financial statements. The allocation of capital from Royalty to investment opportunities have been slowed by the merger process. Because of these reasons the board did not ask for updated projections.

 Liquidity and Capital Resources, page 113

     13.

   We note your response to comment 20. Please revise to describe and analyze material cash requirements and sources of cash from known contractual and other arrangements, such as investments, convertible notes, or sales of equity. As a non-exclusive example only, we note Royalty's issuance of common shares for the purchase of membership interest. Please also revise to quantify the total amount outstanding under Royalty's convertible notes.

   RESPONSE: The requested disclosure has been added on page 116 in response to the Staff’s comment.

 Report of Independent Registered Public Accounting Firm, page F-2

     14.

   We note that the audit report does not cover the balance sheet as of 12-31-21 or the related financial statements for the period 1-20-21 (inception) to 12-31-21. In an amended filing, please include a revised audit report from your auditor which addresses these financial statement periods.

   RESPONSE: A corrected audit report has been filed as part of Amendment No. 3.

 Report of Independent Registered Public Accounting Firm, page F-23

     15.

   We note the audit report includes an explanatory paragraph for a going concern issue and references discussion about this issue at Note 2 to the financial statements. We have not located the referenced disclosure in the notes to your financial statements. Please advise.

   RESPONSE: Disclosure has been added on page F-44 and F-63 in response to the Staff’s comment.

 Condensed Consolidated Statement of Cash Flows , page F-27

     16.

   We note your adjustment labeled issuance of commons shares for purchase of membership interest of $9.5M. Please tell us what this adjustment represents and how you determined the adjustment was appropriate to add back to cash flow from operations.

   RESPONSE: The disclosure on F-43 has been updated to fix the error.

 Note 3 - Investments In Corporations and LLCs, page F-31

     17.

   We note an investment in your table for Maxpro Investment Holdings of $9.5 million as of 12-31-22. Please tell us how you account for the underlying holdings in 95 million Class A common stock of Ferrox Holdings Ltd. (Ferrox). Your response should include a discussion of your accounting and impairment policies. Additionally, please tell us your percentage of ownership interest in Ferrox as of 12-31-22.

   RESPONSE: The disclosures on F-49 and F-67 have been updated.

 Note 6 - Intangible Assets, page F-33

     18.

   We note your response to comment 25 and that it was determined that due to lack of market investment of the token that the entire investment caries a value of $0 and was adjusted accordingly. We further note an impairment charge of $2M on your income statement for the year ended December 31, 2022. Please clarify where this impairment charge has been reflected on your statement of cash flows for the year ended December 31, 2022.

   RESPONSE: In response to the Staff’s comment, the income statement on page F-60,the cash flow statement on page F-62, and the disclosures on page F-63 have been revised.

     19.

   We note your response to comment 27 and reissue the prior comment as we are looking for a significantly more fulsome response. For each indefinite-lived intangible asset listed in your chart on page F-33, help us to better understand the nature of each intangible asset and share with us in sufficient detail those factors or considerations that are a part of your analysis that led you to conclude that there are no legal, regulatory, contractual, competitive or economic factors that limit the useful life of each asset to Royalty. Further, we note your prior response appears to indicate that cash flows to be received in the future were not a consideration in whether or not the intangible assets were deemed to be indefinite-lived. Clarify that point further and refer to Section 350-30-35 of the Accounting Standards Codification.

   RESPONSE: Section 350-30-35 of the Accounting Standards Codification has been referred to in conjunction to understanding the nature of each intangible. The Company respectfully requests that the Staff reconsider that part of the comment asking for detailed and itemized factors relating to each intangible asset be disclosed in the footnotes. The Company and Royalty believe the level of disclosure presented is in accordance with GAAP.

 Exhibits

     20.

   We note your response to comment 28. Please revise to include an active link to Exhibit 10.17, as required by Item 601(a)(2) of Regulation S-K.

   RESPONSE: The exhibit index has been revised in response to the Staff’s comment.

     21.

   Please revise the consent filed as Exhibit 23.1 to confirm whether BF Borgers CPA PC consents to the incorporation of their report dated May 2, 2023, relating to the financial statements of Royalty Management Corporation.

   RESPONSE: Revised consents have been filed in response to the Staff’s comment.

 Please do not hesitate to contact Mitchell Nussbaum at (212) 407-4159 or Joan S. Guilfoyle at (202) 524-8567 at Loeb & Loeb LLP with any questions or comments regarding this letter.

 Sincerely,

 /s/ Joan S. Guilfoyle

 Joan S. Guilfoyle

 Senior Counsel

CORRESP
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aao

Joan S. Guilfoyle

Senior
Counsel

901 New
York Avenue NW3rd Floor EastWashington, DC 20001-4432

Direct 202.524.8467

Main 202.618.5000

Fax 202.618.5001

jguilfoyle@loeb.com

July
14, 2023

Benjamin
Holt

Jeffrey
Gabor

Shannon
Menjivar

Howard
Efron

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.

Proposed
Changes to References to the Valuation Expert for

Amendment
No. 3 to Registration Statement on Form S-4

File No. 333-268817

Dear
Mr. Holt, Mr. Gabor, Ms. Menjivar, and Mr. Efron:

On
behalf of our client, American Acquisition Opportunity Inc., a
Delaware corporation (the “Company”) and in accordance with
our telephone conversations on July 13, 2023, we submit to the
staff (the “Staff”) of the U.S. Securities and
Exchange Commission the attached proposed changes regarding
references to the valuation expert, in response to Comment #4 in
the Staff’s letter dated May 22, 2023 regarding Amendment No.
2 to the Company’s Registration Statement on Form
S-4.

Please
do not hesitate to contact Mitchell Nussbaum at (212) 407-4159 or
Joan S. Guilfoyle at (202) 524-8567 at Loeb & Loeb LLP with any
questions or comments regarding this letter.

Sincerely,

Joan S.
GuilfoyleSenior Counsel

Q:

Does the American Acquisition Opportunity Board have a
recommendation?

The
American Acquisition Opportunity Board believes that the Business
Combination and the other proposals to be presented at the special
meeting are in the best interest of American Acquisition
Opportunity’s stockholders and unanimously recommends that
its stockholders vote “FOR” the approval of the
Business Combination Proposal, “FOR” the approval of
the Charter Proposal, “FOR” the approval of the Nasdaq
Proposal, “FOR” the approval, on an advisory basis, of
each of the separate Advisory Charter Proposals, and
“FOR” the approval of the Adjournment Proposal, in each
case, if presented to the special meeting.

The
existence of financial and personal interests of one or more of
American Acquisition Opportunity’s directors may result in a
conflict of interest on the part of such director(s) between what
he or they may believe is in the best interests of American
Acquisition Opportunity and its stockholders and what he or they
may believe is best for himself or themselves in determining to
recommend that stockholders vote for the proposals. The American
Acquisition Opportunity Board was aware of and considered these
interests, among other matters, in approving the Business
Combination and in determining to recommend to the stockholders to
vote in favor of the proposals at the special meeting. See the
section of this proxy statement/prospectus entitled
“The Business Combination
Proposal - Interests of Certain Persons in the Business
Combination.”

Q.

Did the American Acquisition Opportunity Board obtain a third-party
valuation or fairness opinion in determining whether or not to
proceed with the Business Combination?

A.

No, the
American Acquisition Opportunity Board did not obtain a fairness
opinion in connection with the Business Combination. In
connection with the Board’s determination as to the value of
Royalty, the American Acquisition Opportunity Board consulted with
third parties to assist in its valuation of Royalty and its revenue
streams, it was the American Acquisition Opportunity Board that
determined the ultimate terms of the Business Combination.
The American Acquisition Opportunity Board did initially seek to
obtain a fairness opinion as well but determined that the cost
associated with obtaining such an opinion would exceed the
perceived value as the holders of American Acquisition Opportunity
Class B Common Stock had committed to vote in favor of the Business
Combination and their vote was sufficient to approve the Business
Combination. In analyzing the Business Combination, the American
Acquisition Opportunity Board and management conducted due
diligence on Royalty and researched the industry in which Royalty
operates and concluded that the Business Combination was in the
best interest of American Acquisition Opportunity’s
stockholders. In reaching this conclusion, the American Acquisition
Opportunity Board considered a number of factors and a broad range
of information, including industry knowledge, market comparable
financial data for similar royalty companies, financial
projections, existing revenue contracts and as well as an
evaluation of the pipeline of potential revenue contracts. For a
complete discussion of the factors utilized by the American
Acquisition Opportunity Board in approving the Business
Combination, see the section titled, “Proposal No. 1 — The Business
Combination — American Acquisition Opportunity Board’s
Reasons for the Approval of the Business Combination.”
The American Acquisition Opportunity Board believes that based upon
the financial skills and background of its directors, it was
qualified to conclude that the Business Combination was fair to its
stockholders. The American Acquisition Opportunity Board also
determined that Royalty’s fair market value was at least 80%
of American Acquisition Opportunity’s net assets, excluding
any taxes payable on interest earned. Accordingly, investors will
be relying on the judgment of the American Acquisition Opportunity
Board, as described above, in valuing Royalty’s business and
assuming the risk that the American Acquisition Opportunity Board
may not have properly valued such business.

Q.

Do I have redemption rights?

A. If
you are a holder of Public Shares, you may redeem your Public
Shares for cash equal to their pro rata share of the aggregate
amount on deposit in the Trust Account, which holds the remaining
proceeds of the IPO and a concurrent private placement of warrants
to the Founders (after redemptions that took place in March 2022
and September 2022 in connection with the approval of charter
amendments to extend the period of time in which a business
combination may be completed), as of two business days prior to the
consummation of the Business Combination, including interest earned
on the funds held in the Trust Account and not previously released
to American Acquisition Opportunity to pay its income taxes or
franchise taxes payable. Holders of the outstanding Public Warrants
do not have redemption rights with respect to such warrants in
connection with the Business Combination. All of the Founders have
agreed to waive their redemption rights with respect to their
Founder Shares and any Public Shares that they may have acquired
during or after the IPO in connection with the completion of
American Acquisition Opportunity’s business combination. The
Founder Shares will be excluded from the pro rata calculation used
to determine the per share redemption price. For illustrative
purposes, based on funds in the Trust Account of approximately
$___  million on ___________, 2023 the estimated per share
redemption price would have been approximately $___. Additionally,
Public Shares properly tendered for redemption will only be
redeemed if the Business Combination is consummated. otherwise,
holders of such shares will only be entitled to a pro rata portion
of the Trust Account, including interest (which interest shall be
net of taxes payable by American Acquisition Opportunity), in
connection with the liquidation of the Trust Account.

Q.

Will how I vote affect my ability to exercise redemption
rights?

A. No.
You may exercise your redemption rights whether you vote your
Public Shares for or against the Business Combination Proposal and
other Stockholder Proposals or do not vote your shares at all. As a
result, the Business Combination Proposal can be approved by
stockholders who will redeem their Public Shares and no longer
remain stockholders, leaving stockholders who choose not to redeem
their Public Shares holding shares in a company with a less liquid
trading market, fewer stockholders, less cash and the potential
inability to meet the listing standards of Nasdaq.

8

American
Acquisition Opportunity’s management (Mark Jensen and Kirk
Taylor) discussed the revised draft of the non-binding letter of
intent internally on April 19, 2022 and decided to submit the
non-binding letter of intent to the American Acquisition
Opportunity Board (including the three disinterested members) for
review and approval of the binding exclusivity terms without
further changes.

On
April 21, 2022, the American Acquisition Opportunity Board held a
meeting to review and discuss the terms of the non-binding letter
of intent and other strategic transactions. The American
Acquisition Opportunity Board (including three disinterested
directors) unanimously authorized American Acquisition
Opportunity’s management to continue discussions with Royalty
regarding the proposed business combination under the rollover
equity valuation of $111 million, to conduct more intensive due
diligence on Royalty and to enter into the non-binding letter of
intent, including the binding exclusivity terms.

On May
3, 2022, at the direction of the American Acquisition Opportunity
Board, American Acquisition Opportunity management engaged an
independent CPA firm to assist the American Acquisition
Opportunity Board in its financial due diligence on Royalty
and on May 6, 2022, American Acquisition Opportunity management
engaged Loeb & Loeb LLP (“Loeb”) as its external
counsel for the transaction.

On May
10, May 13 and May 17, 2022, Kirk Taylor and Loeb held detailed due
diligence and structural discussions about Royalty and the proposed
transaction.

On May
19, 2022, Kirk Taylor of American Acquisition Opportunity held a
detailed discussion with the independent CPA firm assisting
the American Acquisition Opportunity Board regarding
Royalty’s financial model. These discussions and model
development included:

-
Royalty’s internally-prepared forecasts, underlying contracts
of existing royalty and lease streams, commodity index pricing,
estimates for administrative costs including accounting, legal and
costs related to being a public company, review of organizational
chart and capitalization.

- Key
assumptions used in the model including contracted
terms, commodity pricing, anticipated costs including costs for
administrative items such as accounting, legal and the costs of
being public and macroeconomic trends that may affect operating
margins including interest rate fluctuations and inflation
rates.

- In
formulating Royalty’s value, the American Acquisition
Opportunity Board utilized three valuation approaches were
reviewed; income approach, asset approach, and market approach.
When reviewing the market approach the comparable companies as
outlined by EF Hutton were used.

-
Initial ranges of value from the work performed and analyses were
$268 Million to $83 Million with a mid-point of $129
million.

On May
23, 2022, American Acquisition Opportunity management consisting of
Mark Jensen and Kirk Taylor and Thomas Sauve of Royalty held a
discussion regarding the expected timing of audited 2021 Royalty
financial statements. American Acquisition Opportunity management
and Loeb held a discussion on timing of a draft Business
Combination Agreement.

On May
24, 2022, American Acquisition Opportunity received a draft
Business Combination Agreement from Loeb which was then shared with
management of Royalty. On May 25, 2022, Mark Jensen and Kirk
Taylor of American Acquisition Opportunity and Thomas Sauve of
Royalty met to discuss certain of the business terms of the
Business Combination Agreement. In particular, Key provisions that
were discussed included the structure of the transaction, required
lock up agreements, surviving company board representation, the
timing of Royalty audited financial statements, indemnification for
American Acquisition Opportunity management and board members,
American Acquisition Opportunity stockholder approval requirements,
Royalty shareholder approval requirements, a minimum cash condition
of $15,000,000, the minimum net tangible assets requirement in the
Charter of American Acquisition Opportunity, the convertibility of
Royalty’s outstanding convertible notes and warrants of
Royalty and the necessity that the transaction be completed by
September 22, 2022.

On May
26, 2022, American Acquisition Opportunity received comments and
clarifications from Royalty on the draft Business Combination
Agreement and American Acquisition Opportunity discussed the
comments and clarifications of the draft Business Combination
Agreement with Loeb. Both American Acquisition Opportunity and
Royalty provided the other with an initial draft of its disclosure
schedules.

On May
27, 2022, Loeb sent a revised draft of the Business Combination
Agreement to American Acquisition Opportunity and Royalty. The
revised Business Combination Agreement addressed post Business
Combination structure, provided for an employment agreement for the
Royalty CEO and also provided that American Acquisition Opportunity
could seek an extension of the time period in which it must
complete an initial business combination.

On May
31, 2022, American Acquisition Opportunity and Loeb discussed
additional due diligence requests of Royalty which were conveyed to
Royalty. Royalty responded that day by uploading the requested
information into the data room. A revised draft of the Business
Combination Agreement was shared with the working group as well.
Initial drafts of the various ancillary agreements were also shared
with the working group.

67

On June
1, 2022, the American Acquisition Opportunity Board had a detailed
discussion on Royalty valuation with its outside
consultants. Each line of the Royalty financial model was
discussed. Both micro and macro global economic conditions were
discussed. Current contractual revenue streams and current cash
flows were discussed. Potential revenue streams being negotiated
were discussed. Cost structure and margins of both the current and
future contracted revenue streams were discussed. Risks related to
inflation, recession, supply chain and employment markets were
discussed. Interest rates and capital market access for potential
partners were discussed.

On June
1, 2022, Royalty informed American Acquisition Opportunity that the
Royalty board (including its disinterested members) had approved
the draft Business Combination Agreement.

On June
2, 2022, Mark Jensen and Kirk Taylor of American Acquisition
Opportunity and Thomas Sauve of Royalty held a discussion on a
number of remaining due diligence items and updates to their
business and outlook into future contracted revenue. Royalty also
updated the American Acquisition team on the status of
Royalty’s audit and provided American Acquisition Opportunity
with updated year-to-date financial information which showed
continued progression on capital raising and cash flow from current
contracted revenue sources.

On June
2, 2022, Mr. Jensen and Mr. Taylor held a detailed discussion
with its outside consultants on the Royalty business
model. Stressed tested revenue and expense lines were
discussed.

On June
3, 2022, Mr. Jensen, Mr. Taylor and Mr. Sauve discussed ongoing
business diligence requests.

On June
6, 2022, Mr. Jensen and Mr. Taylor of American Acquisition
Opportunity and representatives of EF Hutton held a discussion on a
capital markets plan. The discussion included the micro and
macroeconomic factors which would effect a future valuation of the
Combined Company.

On June
7, 2022, Loeb sent a detailed legal due diligence
request.

On June
7, 2022, the American Acquisition Opportunity
Board and its outside consultants held a
model and preliminary valuation discussion. The focus was on the
results of the stress test discussed on June 2, 2022 on revenue and
expense lines.

On June
8, 2022, the American Acquisition Opportunity received a
preliminary report

CORRESP
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amao_corresp.htmAmerican Acquisition Opportunity Inc

 May 26, 2023

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 Regarding: Letter Dated May 22, 2023

 Ms. Menjivar and Mr. Efron:

   1.

   We note that you have disclosed that principal executive officer and principal financial and accounting officer have concluded that disclosure controls and procedures were effective based on an evaluation conducted during the fiscal quarter ended June 30, 2022. Please amend your Form 10-K to address your conclusion with respect to disclosure controls and procedures as of December 31, 2022.

 Response: We agree with the comment and have revised our filing accordingly.

   2.

   We were not able to locate a conclusion on the effectiveness of your internal controls over financial reporting within your disclosures on page 45. Please amend your Form 10-K to provide management’s conclusion with respect to internal controls over financial reporting as of December 31, 2022.

 Response: We agree with the comment and have revised our filing accordingly.

   3.

   We note that the audit report does not cover the balance sheet as of 12-31-21 or the related financial statements for the period 1-20-21 (inception) to 12-31-21. In an amended Form 10-K filing, please include a revised audit report from your auditor which addresses these financial statement periods.

 Response: We agree with the comment and have revised our filing accordingly.

 I can be reached with any further questions at 317-318-5737.

 Regards,

 Kirk P. Taylor, CPA

 President and Chief Financial Officer

 American Acquisition Opportunity Inc

United States securities and exchange commission logo
May 22, 2023
Kirk Taylor
President and Chief Financial Officer
American Acquisition Opportunity Inc.
12115 Visionary Way
Fishers, Indiana 46038
Re:American Acquisition Opportunity Inc.
Form 10-K for the year ended December 31, 2022
Filed March 22, 2023
File No. 001-40233
Dear Kirk Taylor:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2022
ITEM 9A. CONTROLS AND PROCEDURES., page 45
1.We note that you have disclosed that principal executive officer and principal financial
and accounting officer have concluded that disclosure controls and procedures were
effective based on an evaluation conducted during the fiscal quarter ended June 30, 2022.
Please amend your Form 10-K to address your conclusion with respect to disclosure
controls and procedures as of December 31, 2022.
2.We were not able to locate a conclusion on the effectiveness of your internal controls over
financial reporting within your disclosures on page 45.  Please amend your Form 10-K to
provide managment's conclusion with respect to internal controls over financial
reporting as of December 31, 2022.

 FirstName LastNameKirk Taylor
 Comapany NameAmerican Acquisition Opportunity Inc.
 May 22, 2023 Page 2
 FirstName LastName
Kirk Taylor
American Acquisition Opportunity Inc.
May 22, 2023
Page 2
Report of Independent Registered Public Accounting Firm, page F-1
3.We note that the audit report does not cover the balance sheet as of 12-31-21 or the related
financial statements for the period 1-20-21 (inception) to 12-31-21. In an amended Form
10-K filing, please include a revised audit report from your auditor which addresses these
financial statement periods.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Howard Efron at 202-551-3439 or Shannon Menjivar at 202-551-
3856 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joan Guilfoyle

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

May 5,
2023

Benjamin
Holt

Jeffrey
Gabor

Shannon
Menjivar

Howard
Efron

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.

Amendment
No. 1 to Registration Statement on Form S-4

Filed
February 6, 2023

File No. 333-268817

Dear
Mr. Holt, Mr. Gabor, Ms. Menjivar, and Mr. Efron:

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 Company’s response to the comments
contained in the Staff’s letter dated February 24, 2023 (the
“Comment
Letter”) regarding Amendment No. 1 to the
Company’s Registration Statement on Form S-4 ( the
“Amended Registration
Statement”). Concurrent herewith, we are filing
Amendment No. 2 to the Registration Statement reflecting the
changes set forth below (the “Second Amended Registration
Statement”). For ease of reference, we have reproduced
the comments below in bold with our response following each
comment. Please note that
the Second Amended Registration Statement also reflects updated
financial information for each of the parties for the fiscal year
ended December 31, 2022 as well as the impact of the redemptions
(where appropriate) in connection with the Company’s Special
Meeting of Stockholders held on March 21, 2023.

Amendment No. 1 to Registration Statement on Form S-4 filed
February 6, 2023

Questions and Answers About the Business Combination

Q. What matters will stockholders consider at the special meeting?
, page 6

1.

Please
revise to clarify whether you will be increasing the number of
authorized shares of Class A Common Stock.

RESPONSE: The Second Amended
Registration Statement has been revised to clarify that the number
of authorized shares of Class A Common Stock will not be
increased.

Q. What interests do American Acquisition Opportunity's current
officers and directors have in the Business Combination?, page
14

2.

We
note your response to comment 9. Please revise to reconcile your
disclosure regarding the shares of class A common stock to be
received and the exchange ratio. In this regard, as a non-exclusive
example, we note that your page 14 disclosure states that White
River Holdings LLC is expected to receive 2,922,290 shares of class
A common stock. However, Exhibit A of the merger agreement states
that White River Holdings LLC is expected to receive 2,862,897
shares. Additionally, we note that your page 14 disclosure states
that the approximate exchange ratio is 1.61. However, your page 59
disclosure states that the approximate exchange ratio is
1.77.

RESPONSE:  The Company
acknowledges the Staff’s comment, and has updated the filing
accordingly here and elsewhere in the document to consistently
reflect the exchange ratio based on the estimated number of shares
of Royalty common stock anticipated to be outstanding. Please note
that because the merger consideration is a fixed number of shares,
the exchange ratio will decrease as the number of shares of Royalty
common stock that are outstanding increases. This is why the exchange ratio
disclosed in the Second Amended Registration Statement is less than
what was used in the exhibit to the Merger Agreement

Risk Factors

We may be subject to the Excise Tax included in the Inflation
Reduction Act of 2022..., page 43

3.

We
note your disclosure as to the potential effects of the stock
buyback excise tax enacted as part of the Inflation Reduction Act
in August 2022.  If applicable, include in your disclosure
that the excise tax could reduce the trust account funds available
to pay redemptions or that are available to the combined company
following a de-SPAC.

Describe
the risks of the excise tax applying to redemptions in connection
with:

●

liquidations
that are not implemented to fall within the meaning of
“complete liquidation” in Section 331 of the Internal
Revenue Code,

●

extensions,
depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates, and

●

de-SPACs,
depending on the structure of the de-SPAC transaction.

RESPONSE: For the information of the
Staff, the trust agreement would not permit the Company to use
trust funds to pay any excise tax to the extent a tax applied. We
respectfully ask the Staff reconsider the comment with respect to
the addition of any further disclosure in this Risk Factor as
requested by the three bullet points. The Company believes that the
disclosure requested by the first two bullet points is already
covered by the Risk Factor. With respect to third bullet point, the
Company believes that the Risk Factor should address the risks
associated with this business combination which does not involve a
structure that would give rise to the issue referenced in the last
bullet point.

Unaudited Pro Forma Condensed Statement of Operations for the Nine
Months Ended

September 30, 2022, page 49

4.

We
note your response to comment 21 and we continue to note what
appears to be a number of referencing and mathematical errors
within the Unaudited Pro Forma Condensed Statement of Operations
for the Nine Months Ended September 30, 2022 for each of the
redemption scenarios on pages 49 to 51. Please revise in an amended
filing.

RESPONSE: In accordance with the SEC
requirements, the pro forma income statement for the nine months
ended September 30, 2022 has been eliminated from this
filing.

Note 2 - Transaction Accounting Adjustments, page 57

5.

We
note your response to comment 22.  Please tell us
how adjustments B and C relate to the de-SPAC transaction,
including the purpose of the transactions, and the related parties
involved and update your disclosure, as appropriate.

RESPONSE:  The Company
acknowledges the Staff’s comment and has revised the pro
forma adjustments to only reflect the mandatory conversion of the
debt outstanding as of December 31, 2022 rather than the full
amount of the loan commitment.

6.

We
note your response to comment 23.  Please tell us
how adjustment D relates to the de-SPAC transaction, the
purpose of the transaction and whom the transaction is with and
update your disclosure, as appropriate.

RESPONSE:  The Company
acknowledges the Staff’s comment, and notes that adjustment D
is related to the transaction based on its mandatory conversion of
Royalty’s convertible debt upon the closing of the merger.
The Second Amended Registration Statement has been updated
accordingly.

Proposal No. 1 - The Business Combination Proposal

Background of the Business Combination, page 66

7.

We
note your response to comment 24. Please disclose, if true, whether
your Business Combination Agreement was made on terms equivalent to
those that prevail in arm’s length transactions.

RESPONSE: The Company acknowledges the
Staff’s comment, and directs the Staff to the first sentence
in the Background of the Business Combination section on page 63,
‘The terms of the Business Combination are the result of
arm’s length negotiations between representatives of American
Acquisition Opportunity and Royalty.”

8.

We
note your response to comment 30 and partially reissue the comment.
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. In this regard, we note that
it is unclear how the parties arrived at a final valuation of
$111,000,000 after Royalty initially proposed a valuation of
$150,000,000. You state on page 69 that “[t]he merits of
lowering the valuation from initial discussions of $150,000,000 to
$111,000,000 were discussed….” However, you do not
specify what such merits were or the negotiation considerations
that may have resulted in changes to the valuation.

RESPONSE: The Company acknowledges the
Staff’s comment, and has updated the Second Amended
Registration Statement on page 66 accordingly.

9.

We
note your response to comments 31 and 65. Please tell us what
specific PCAOB guidance the auditor cited and explain to us why
such guidance precludes them from being able to be considered an
expert in this situation. We may have additional comments after
reviewing your response.

RESPONSE:
The Company acknowledges the Staff’s
comment, and clarifies that BF Borgers CPA PC, who serves as
the Company’s independent auditor, did not also serve as
independent CPA firm and valuation expert. The valuation work
performed was done by an independent CPA firm, Blue & Co., LLC
, within its valuation team comprised of business valuation
professionals. The reason that it cited was that that their insurer
would not permit a consent due to the provisions of AI 26:
Responsibilities Regarding Filings Under Federal Securities
Statutes: Auditing Interpretations of AS 4101. The engagement
letter signed with the independent CPA firm limited its scope to
use by the Company’s board of directors, and precluded the
use of the report in public offering documents. The Company was not
privy to any legal dialogue between the independent CPA firm and
its counsel.

10.

We
note your response to comment 33 and reissue the comment.
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 approved
business combination agreement.  Please identify the original
terms, clarify discussion points, and explain how and why any terms
were revised over time.

RESPONSE: The disclosures in the
background section have been expanded in accordance with the
Staff’s comment including page 66 and page 70.

11.

We
note your response to comment 34.  Please revise your
disclosure to include the substance provided in your response
letter.

RESPONSE: The disclosure on page 69 has
been revised in accordance with the Staff’s
comment.

American Acquisition Opportunity Board's Reasons for Approval of
the Business Combination,

page 73

12.

We
note your response to comment 38 and reissue the comment.
Please revise to reconcile your page 75 disclosure regarding public
company comparables.  In this regard, we note your statement
that management selected five publicly traded royalty
companies.  However, the graphic on page 75 appears to include
financial metrics for 12 companies.  If the public company
comparables sample included companies that management did not
ultimately review and compare to Royalty, please explain why such
companies were excluded.

RESPONSE:  The Company acknowledges
the Staff’s comment, and has updated the chart on page 72 of
Second Amended Registration Statement to include financial metrics
for the five publicly traded royalty companies. An incorrect chart
was erroneously included in the Amended Registration
Statement.

13.

We
note your response to comment 39 and reissue the comment.
Please revise to specify Royalty’s actual/projected
enterprise value to revenue and enterprise value to EBITDA for
2021, 2022, and 2023.  It does not appear that the table has
been revised.

RESPONSE: The Company acknowledges the
Staff’s comment, and has updated page 72 of the Second
Amended Registration Statement accordingly.

14.

We
note your response to comment 42.  Please revise your
disclosure to include the substance provided in your response
letter.

RESPONSE: The Company acknowledges the
Staff’s comment, and has updated page 70 of the Second
Amended Registration Statement accordingly.

Certain Royalty Projected Financial Information, page
76

15.

Please
provide your basis for presenting projections beyond three years
and why these projections are reasonable.

RESPONSE: The Company acknowledges the
Staff’s comment, and notes that the Company believes that its
use of five years of projections is reasonable as many of the
income streams are unit-by-unit sales which could lead to
fluctuations but instead long term contracts which generate
revenue.

16.

Please
tell us and disclose whether the projections are in line with
historic operating trends.  If they are not, please disclose
why the change in trends is appropriate and assumptions are
reasonable.  Include within your revised disclosure factors or
contingencies that would affect such growth ultimately
materializing.

RESPONSE: The Company acknowledges the
Staff’s comment, and has updated the Second Amended
Registration Statement accordingly including additional disclosures
on page 70 and page 72.

17.

We
note your disclosure of the material assumptions used in the review
of the financial projections of Royalty on page 77.  Please
expand your disclosure to provide more detail on these material
assumptions.  Revise your disclosure to fully describe what
each line item in the projected financial information represents
and the material assumptions used to support the information
presented.

RESPONSE: The Company acknowledges the
Staff’s comment, and has updated the Second Amended
Registration Statement accordingly.

18.

Please
tell us the process undertaken to formulate the projections and
assumptions, the parties who participated in the preparation of the
projections, and how they were used. Also tell us when the
projections were prepared and whether or not the projections still
reflect management's views on future performance and/or what
consideration the board gave to obtaining updated projections or
that the projections cannot be relied upon.

RESPONSE:  Royalty’s
management prepared the projections based upon the actual contract
terms, and anticipated contract terms for the royalty streams
included in the projections. The projections were completed during
the first quarter of 2022, and still reflect management’s
view on future performance including new opportunities and
investments made during 2022. American Acquisition
Opportunity’s board reviewed audited financial statements of
Royalty in lieu of requesting updated projections.

Information About Royalty, page 108

19.

We
note your response to comment 46.  Please revise to describe
the material terms of each of Royalty’s resources and land
assets, including the following:

●

the
term of the FUB Mineral royalty agreement,

●

the
principal, interest rate, and term of the Ferrox Holdings
convertible note, and

●

the
term of the Sycamore Holdings land rental agreement and whether
rent is fixed or variable.

RESPONSE: The Company acknowledges the
Staff’s comment, and has updated page 107 of the Second
Amended Registration Statement accordingly.

Royalty Management Co. Management's Discussion and
Analysis

Liquidity and Capital Resources, page 113

20.

We
note your response to comment 48 and reissue the comment.
Please revise to more completely discuss Royalty's ability to
generate and obtain adequate amounts of cash, and its plans for
cash, in the next 12 months and separately beyond the next 12
months.  Describe and analyze material cash requirements and
sources of cash from known contractual and other arrangements,
including the material terms of debt or note arrangements impacting
liquidity.  In this regard, we note your financial statement
disclosure regarding investments in LLCs, notes receivable, and
convertible debt.  Please refer to Item 303 of Regulation
S-K.

RESPONSE: The Company acknowledges the
Staff’s comment, and has updated page 113 of the Second
Amen

United States securities and exchange commission logo
March 7, 2023
Mark C. Jensen
Chief Executive Officer
American Acquisition Opportunity Inc.
12115 Visionary Way
Fishers, IN 46038
Re:American Acquisition Opportunity Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 17, 2023
File No. 001-40233
Dear Mark C. Jensen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joan S. Guilfoyle

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
February 24, 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. 1 to Registration Statement on Form S-4
Filed February 6, 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 January 12, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed February 6, 2023
Questions and Answers About the Business Combination
Q. What matters will stockholders consider at the special meeting? , page 6
1.Please revise to clarify whether you will be increasing the number of authorized shares of
Class A Common Stock.
Q. What interests do American Acquisition Opportunity's current officers and directors have in
the Business Combination?, page 14
2.We note your response to comment 9.  Please revise to reconcile your disclosure regarding
the shares of class A common stock to be received and the exchange ratio.  In this regard,
as a non-exclusive example, we note that your page 14 disclosure states that White River

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 February 24, 2023 Page 2
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
February 24, 2023
Page 2
Holdings LLC is expected to receive 2,922,290 shares of class A common stock.
However, Exhibit A of the merger agreement states that White River Holdings LLC is
expected to receive 2,862,897 shares.  Additionally, we note that your page 14 disclosure
states that the approximate exchange ratio is 1.61.  However, your page 59 disclosure
states that the approximate exchange ratio is 1.77.
Risk Factors
We may be subject to the Excise Tax included in the Inflation Reduction Act of 2022..., page 43
3.We note your disclosure as to the potential effects of the stock buyback excise tax enacted
as part of the Inflation Reduction Act in August 2022.  If applicable, include in your
disclosure that the excise tax could reduce the trust account funds available to pay
redemptions or that are available to the combined company following a de-SPAC.
Describe the risks of the excise tax applying to redemptions in connection with:
•liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code,
•extensions, depending on the timing of the extension relative to when the SPAC
completes a de-SPAC or liquidates, and
•de-SPACs, depending on the structure of the de-SPAC transaction.
Unaudited Pro Forma Condensed Statement of Operations for the Nine Months Ended
September 30, 2022, page 49
4.We note your response to comment 21 and we continue to note what appears to be a
number of referencing and mathematical errors within the Unaudited Pro Forma
Condensed Statement of Operations for the Nine Months Ended September 30, 2022 for
each of the redemption scenarios on pages 49 to 51.  Please revise in an amended filing.
Note 2 - Transaction Accounting Adjustments, page 57
5.We note your response to comment 22.  Please tell us how adjustments B and C relate to
the de-spac transaction, including the purpose of the transactions, and the related parties
involved and update your disclosure, as appropriate.
6.We note your response to comment 23.  Please tell us how adjustment D relates to the de-
spac transaction, the purpose of the transaction and whom the transaction is with and
update your disclosure, as appropriate.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 66
7.We note your response to comment 24.  Please disclose, if true, whether your Business
Combination Agreement was made on terms equivalent to those that prevail in arm’s
length transactions.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 February 24, 2023 Page 3
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
February 24, 2023
Page 3
8.We note your response to comment 30 and partially reissue the comment.  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.  In this regard, we note that it is unclear
how the parties arrived at a final valuation of $111,000,000 after Royalty initially
proposed a valuation of $150,000,000.  You state on page 69 that “[t]he merits of
lowering the valuation from initial discussions of $150,000,000 to $111,000,000 were
discussed….”  However, you do not specify what such merits were or the negotiation
considerations that may have resulted in changes to the valuation.
9.We note your response to comments 31 and 65.  Please tell us what specific PCAOB
guidance the auditor cited and explain to us why such guidance precludes them from
being able to be considered an expert in this situation.  We may have additional comments
after reviewing your response.
10.We note your response to comment 33 and reissue the comment.  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
approved business combination agreement.  Please identify the original terms, clarify
discussion points, and explain how and why any terms were revised over time.
11.We note your response to comment 34.  Please revise your disclosure to include the
substance provided in your response letter.
American Acquisition Opportunity Board's Reasons for Approval of the Business Combination,
page 73
12.We note your response to comment 38 and reissue the comment.  Please revise to
reconcile your page 75 disclosure regarding public company comparables.  In this regard,
we note your statement that management selected five publicly traded royalty companies.
However, the graphic on page 75 appears to include financial metrics for 12 companies.
If the public company comparables sample included companies that management did not
ultimately review and compare to Royalty, please explain why such companies were
excluded.
13.We note your response to comment 39 and reissue the comment.  Please revise to specify
Royalty’s actual/projected enterprise value to revenue and enterprise value to EBITDA for
2021, 2022, and 2023.  It does not appear that the table has been revised.
14.We note your response to comment 42.  Please revise your disclosure to include the
substance provided in your response letter.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 February 24, 2023 Page 4
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
February 24, 2023
Page 4
Certain Royalty Projected Financial Information, page 76
15.Please provide your basis for presenting projections beyond three years and why these
projections are reasonable.
16.Please tell us and disclose whether the projections are in line with historic operating
trends.  If they are not, please disclose why the change in trends is appropriate and
assumptions are reasonable.  Include within your revised disclosure factors or
contingencies that would affect such growth ultimately materializing.
17.We note your disclosure of the material assumptions used in the review of the financial
projections of Royalty on page 77.  Please expand your disclosure to provide more detail
on these material assumptions.  Revise your disclosure to fully describe what each line
item in the projected financial information represents and the material assumptions used to
support the information presented.
18.Please tell us the process undertaken to formulate the projections and assumptions, the
parties who participated in the preparation of the projections, and how they were used.
Also tell us when the projections were prepared and whether or not the projections still
reflect management's views on future performance and/or what consideration the board
gave to obtaining updated projections or that the projections cannot be relied upon.
Information About Royalty, page 108
19.We note your response to comment 46.  Please revise to describe the material terms of
each of Royalty’s resources and land assets, including the following:
•the term of the FUB Mineral royalty agreement,
•the principal, interest rate, and term of the Ferrox Holdings convertible note, and
•the term of the Sycamore Holdings land rental agreement and whether rent is fixed or
variable.
Royalty Management Co. Management's Discussion and Analysis
Liquidity and Capital Resources, page 113
20.We note your response to comment 48 and reissue the comment.  Please revise to more
completely discuss Royalty's ability to generate and obtain adequate amounts of cash, and
its plans for cash, in the next 12 months and separately beyond the next 12 months.
Describe and analyze material cash requirements and sources of cash from known
contractual and other arrangements, including the material terms of debt or note
arrangements impacting liquidity.  In this regard, we note your financial statement
disclosure regarding investments in LLCs, notes receivable, and convertible debt.  Please
refer to Item 303 of Regulation S-K.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 February 24, 2023 Page 5
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
February 24, 2023
Page 5
Certain Royalty Relationships and Related Party Transactions, page 115
21.We note your response to comment 52.  For the $2,000,000 convertible note issued to
Westside Advisors LLC and the $250,000 convertible note issued to T Squared Partners
LP, please revise to disclose the largest aggregate amount of principal outstanding during
the period for which disclosure is provided, the amount thereof outstanding as of the latest
practicable date, the amount of principal paid during the periods for which disclosure is
provided, the amount of interest paid during the period for which disclosure is provided,
and the rate or amount of interest payable on the indebtedness.
22.We note your response to comment 53 and reissue the comment.  Please revise to more
fully explain how you determined the fair value of the LBX Tokens.  In this regard, we
note that your related party American Resources Corporation appears to hold 2,000,000
LBX Tokens to which it has assigned a fair value of $0.
Security Ownership of Certain Beneficial Owners and Managemnt, page 152
23.Please update the beneficial ownership table.  In this regard, we note your Definitive
Proxy Statement on Schedule 14A filed September 13, 2022 and Preliminary Proxy
Statement on Schedule 14A filed February 17, 2023.
24.We note your response to comment 55 and reissue the comment.  Please revise your
tabular disclosure on page 153 to clarify where beneficial ownership is held through a
legal entity.
Land Betterment Exchange (LBX), page F-48
25.We note your response to comments 53 and 58 and we reissue the following elements of
our prior comments for which we did not locate a response and/or request further
clarification:
•You mention on page F-50 that the LBX tokens are based on the BEP20 framework.
Supplementally share with us the basic nature of the BEP20 framework including, but
not limited to, if this framework is actively being used to identify and transfer
specific coins.
•Tell us your motivation and/or purpose for acquiring these tokens and whether you
have intent to invest in additional LBX tokens or other crypto assets.  In your
response, specifically address why you were motivated to acquire these tokens since
you have disclosed on page F-62 that there was no market for the LBX Token as of
June 30, 2022 and further tell us if a market has been established subsequently or
when a market is anticipated to be established.
•Tell us how you account specifically for the convertible note in the amount of $2
million and 76,924 warrants which were issued to Westside Advisors LLC as
disclosed on page 108.  Additionally, help us to understand whether or not you
remain liable for the convertible notes and the warrants irrespective of the fair value
of the LBX tokens.  And, if this is the case, why is it appropriate to present no

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 February 24, 2023 Page 6
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
February 24, 2023
Page 6
liability or net zero the liability on your balance sheet.  Cite any accounting literature
upon which you rely.
•Since you have disclosed that there is no market for the LBX token as of June 30,
2022, tell us why you feel it is appropriate to assign a $2 million value to the LBX
token as disclosed on page F-62.  In your response, please address your overall
accounting policy for tokens including how you account for the scenario where the
fair value of the token falls below the carrying value of the token.  Cite any
accounting literature upon which you rely.
Note 5 - Intangible Assets, page F-62
26.We note your response to comment 61.  Please describe to us the assets and liabilities that
were acquired including quantitative amounts and where such amounts are located in your
financial statements.
27.We note your response to comment 62 and reissue a portion of the prior comment as we
were unable to find that information in your response.  Please provide a supplemental
summary of your analysis for each indefinite-lived intangible asset listed in your chart on
page 62.  Your summary should highlight those factors that led you to conclude that
there is no foreseeable limit on the period of time over which each indefinite-lived
intangible asset listed in your chart is expected to contribute to your cash flows.
Exhibits
28.We note your response to comment 63.  However, the exhibit index continues to refer to
the Form 8-K filed April 6, 2021, which does not appear to include the company's
amended and restated certificate of incorporation.  Please revise.

Additionally, please revise to include an active hyperlink to each of Exhibits 3.1, 3.3, and
3.4 and an active link to Exhibit 10.17, as required by Item 601(a)(2) of Regulation S-K.
            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.

CORRESP
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amao_corresp.htm

   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

 February 3, 2023

 Benjamin Holt

 Jeffrey Gabor

 Division of Corporation Finance

 Office of Real Estate and Construction

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

    Re:

   American Acquisition Opportunity Inc.

   Registration Statement on Form S-4

 Filed December 15, 2022

 File No. 333-268817

 Dear Mr. Holt and 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 Company’s response to the comments contained in the Staff’s letter dated January 12, 2023 (the “Comment Letter”) regarding the Company’s Registration Statement on Form S-4 (the “Registration Statement”). Concurrent herewith, we are filing Amendment No. 1 to the Registration Statement reflecting the changes set forth below (the “Amended Registration Statement”).  For ease of reference, we have reproduced the comments below in bold with our response following each comment.

 Cover Page

    1.

   Please revise to disclose the post-business combination voting power of the sponsor and its affiliates.

   RESPONSE: The Cover Page has been revised in accordance with the Staff’s comment as follows:

   Assuming no redemptions of American Acquisition Opportunity Class A Common Stock, the sponsor and these affiliated parties would control 63.2% of the Combined Company. If the maximum number of shares are redeemed, these parties would control 66.5% of the Combined Company.

   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.

   RESPONSE: The Company hereby informs the Staff that it will not be a “controlled company” as such term is defined by Nasdaq rules at there will not be any individual, group or company that has more than 50% of its voting power. The officers of the Company are not acting together as a group.

   Benjamin Holt

 Jeffrey Gabor

 February 3, 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.

     RESPONSE: The existing Q&A entitled “What equity stake will current American Acquisition Opportunity’s stockholders and Royalty’s stockholders have in the Combined Company after the Closing?” on page 11 of Amendment No. 1 shows the relative equity ownership percentage split under various scenarios.  The Company has also expanded the existing Q&A entitled “What are the possible sources and extent of dilution that holders of public shares who elect not to redeem their public shares will experience in connection with the Business Combination” on page 11 of Amendment No. 1 in response to the Staff’s Comment.

   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.

     RESPONSE: The Q&A entitled “What are the possible sources and extent of dilution that holders of public shares who elect not to redeem their public shares will experience in connection with the Business Combination”  has been expanded on page 13 of Amendment No. 1 in response to the Staff’s comment.

   5.

   We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration provided in exchange for this agreement.

     RESPONSE: For the information of the Staff, in connection with the Company’s initial public offering, holders of our founders shares (Class B common stock) and directors and executive officers entered into a letter agreement with the Company and the underwriter for the Company’s initial public offering in which they agreed that they would not seek any redemption rights with respect to those shares.  No consideration was given to those individuals for this agreement. The Company had previously entered into forward purchase agreements in connection with a meeting held in March 2022 to approve an amendment to extend the period of time in which it may complete an initial business combination.  These agreements are no longer in effect.

   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.

     RESPONSE: Page 15 of Amendment No. 1 has been revised to add a Q&A showing the effective underwriting fee at each redemption scenario. For the Staff’s information, the underwriter in the Company’s IPO has agreed to take shares of stock in lieu of the deferred underwriting fee.

   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.

     RESPONSE: Pages 26, 40, 61 and 76 in Amendment No. 1 have been revised in accordance with the Staff’s comment.

   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.

   RESPONSE: The Q&A has been revised in accordance with the Staff’s comment.

   Benjamin Holt

 Jeffrey Gabor

 February 3, 2023

 Page 3

    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.

     RESPONSE: Pages 26, 40, 61 and 76 of Amendment No. 1 and elsewhere in the document have been clarified in accordance with the Staff’s comment.

   Summary of the Proxy Statement/Prospectus, page 18

   10.

   Please revise the summary disclosure concerning Royalty to highlight the going concern determinations.

   RESPONSE: The Summary has been revised in accordance with the Staff’s comment.

   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.

     RESPONSE: Pages 26, 40, 61 and 76 and elsewhere in Amendment No. 1 where the Interests of Certain Persons are discussed have been revised in accordance with the Staff’s comment.

   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.

     RESPONSE: Pages 26, 40, 61 and 76 and elsewhere in Amendment No. 1 have been revised in accordance with the Staff’s comment.

   Benjamin Holt

 Jeffrey Gabor

 February 3, 2023

 Page 4

 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.

   RESPONSE: Both the Summary of Risk Factors on page 27 of Amendment No. 1 and the Risk Factors have been revised in accordance with the Staff’s comment.

   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.

     RESPONSE: The Risk Factor on page 40 has been revised in accordance with the Staff’s comment.

   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.

     RESPONSE: The Risk Factor has been revised on page 41 of Amendment No. 1 in response to the Staff’s comment.

   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.

     RESPONSE:  A new Risk Factor has been added to page 42 of Amendment No. 1 in response to the Staff’s comment.

   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.

     RESPONSE: A new Risk Factor has been added to page 41of Amendment No. 1 in response to the Staff’s Comment.

   Benjamin Holt

 Jeffrey Gabor

 February 3, 2023

 Page 5

    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.

     RESPONSE: Page 41 has been revised in accordance with the Staff’s comment.

   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.

     RESPONSE: A new Risk Factor has been added on page 40 of Amendment No. 1 in response to the Staff’s comment.

   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.

     RESPONSE: A new Risk Factor has been added on page 42 of Amendment No. 1 in response to the Staff’s comment.

   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.

     RESPONSE: The Pro Forma Tables have been corrected in accordance with the Staff’s comment.

   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.

     RESPONSE: In accordance with the terms of the convertible debt agreement, in connection with the Business Combination, the remaining amounts due under the agreement will be advanced and converted into shares of Royalty common stock at the conversion price shown.

   Benjamin Holt

 Jeffrey Gabor

 February 3, 2023

 Page 6

    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.

     RESPONSE: The shares were issued at $9.00 in accordance with the terms of the debt agreement.

   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 negot

United States securities and exchange commission logo
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

United States securities and exchange commission logo
September 9, 2022
Mark C. Jensen
Chief Executive Officer
American Acquisition Opportunity Inc.
12115 Visionary Way
Fishers, Indiana 46038
Re:American Acquisition Opportunity Inc.
Preliminary Proxy Statement on Schedule 14A
Filed August 30, 2022
File No. 001-40233
Dear Mr. Jensen:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joan Guilfoyle

CORRESP
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amao_corresp.htm

 AMERICAN ACQUISITION OPPORTUNITY INC.

 12115 Visionary Way

 Fishers, Indiana 46038

 Via EDGAR

 September 9, 2022

 Ronald Alper

 David Link

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate and Construction

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   American Acquisition Opportunity Inc.

   Preliminary Proxy Statement on Schedule 14A

   Filed August 30, 2022

   File No. 001-40233

  Dear Mr. Alper and Mr. Link:

 On behalf of American Acquisition Opportunity Inc. (the “Company”), we respond to the comment of the staff of the Office of Real Estate and Construction of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated September 8, 2022 with respect to the above-referenced Preliminary Proxy Statement (the “Proxy Statement”). For convenience, the comment is reproduced below followed by our response.

 Preliminary Proxy Statement on Schedule 14A filed August 30, 2022

 General

       1.

   With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

 The Company hereby confirms that our sponsor, American Opportunity Ventures LLC, is not itself, nor is it controlled by or have substantial ties with a non-US person. Based on the telephone conversation between the staff and our counsel, we understand that no revisions need to be made to the Proxy Statement in response to this comment.

 Please do not hesitate to contact me at (317) 855-9926 with any further questions. We must mail the Proxy Statement by September 12, 2022 to comply with our notice requirements but we understand we must receive a clearance letter before mailing.

   Sincerely,

   /s/ Mark C. Jensen

   Mark C. Jensen

 Chief Executive Officer.

United States securities and exchange commission logo
September 8, 2022
Mark C. Jensen
Chief Executive Officer
American Acquisition Opportunity Inc.
12115 Visionary Way
Fishers, Indiana 46038
Re:American Acquisition Opportunity Inc.
Preliminary Proxy Statement on Schedule 14A
Filed August 30, 2022
File No. 001-40233
Dear Mr. Jensen:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed August 30, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 September 8, 2022 Page 2
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
September 8, 2022
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Ronald (Ron) E. Alper at 202-551-3329 or David Link at 202-551-3356 if
you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Joan Guilfoyle

CORRESP
1
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Kingswood Capital Markets

17 Battery Place, Suite 625

New York, New York 10004

March 16, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Scott Anderegg

Re:  American
Acquisition Opportunity Inc.

    Registration Statement on Form S-1

    Filed February 5, 2021, as amended

    File No. 333-252751

Dear Mr. Anderegg:

Pursuant to Rule
461 under the Securities Act of 1933, as amended (the “Act”), Kingswood Capital Markets, division of Benchmark Investments,
Inc., in its capacity as representative of the underwriters, hereby joins American Acquisition Opportunity Inc. (the “Company”)
in requesting that the effective date of the Registration Statement on Form S-1, File No. 333-252751, be accelerated so that the
same will become effective at 4:00 P.M., Eastern Time, on March 17, 2021, or as soon as thereafter practicable.

Pursuant to Rule 460 of
the General Rules and Regulations under the Act, the undersigned advises that approximately 450 copies of the Company’s Preliminary
Prospectus, dated March 15, 2021, will be distributed to prospective underwriters and dealers, institutional investors, retail
investors, and others.

The undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

    Respectfully,

    KINGSWOOD CAPITAL MARKETS,

    division of Benchmark Investments, Inc.

    By:
    /s/ Sam Fleischman

    Name:
    Sam Fleischman

    Title:
    Supervisory Principal

CORRESP
1
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American Acquisition Opportunity Inc.

12115 Visionary Way

Fishers, Indiana 46038

March 16, 2021

VIA EDGAR & TELECOPY

Mr. Scott Anderegg

Division of Corporation Finance

Office of Trade and Services

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

RE:  American Acquisition Opportunity Inc. (the “Company”)

	Registration Statement on Form S-1

	(File No. 333-252751) (the “Registration Statement”)

Dear Ms. Purnell:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on March 17, 2021, or
as soon thereafter as practicable.

    Very truly yours,

    American Acquisition Opportunity Inc.

    By:
    /s/ Mark C. Jensen

    Name:
    Mark C. Jensen
Title: Chairman & CEO

Acceleration Request:

333-252751

CORRESP
1
filename1.htm

    Giovanni
    Caruso

    Partner

    345
    Park avenue
    Direct  212.407.4866

    New
    York, NY  10154
    Main    212.407.4000

    Fax       212.937.3943

    gcaruso@loeb.com

Via
Edgar

March
9, 2021

Scott
Anderegg Division of Corporation Finance
 U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C.
20549

 Re: American
                                         Acquisition Opportunity Inc.

Registration
Statement on Form S-1

Filed
February 5, 2021

File
No. 333-25271

Dear
Mr. Henderson and Mr. West:

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 Company’s response to the comment contained in the Staff’s letter dated March 5, 2021 regarding
the Company’s Registration Statement on Form S-1 (the “Form S-1”). Contemporaneously, we are submitting Amendment
No. 1 to the Form S-1 via Edgar (the “Amended S-1”).

The
Staff’s comment is repeated below in bold and is followed by the Company’s response which is also reflected in the
Amended S-1.

Form
S-1 filed February 21, 2021

Dilution,
page 72

 1. You
                                         disclose positive tangible book value before the offering in the second paragraph on
                                         page 72; however, you disclose negative tangible book value before the offering in the
                                         table on page 73. Please revise your disclosure to eliminate the inconsistency.

Response:
The second paragraph of page 72 has been revised to disclose negative tangible book value before the offering.

Please
call me at 212 407-4866 if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Giovanni Caruso

    Giovanni Caruso

    Partner

Los Angeles     New York     Chicago     Nashville     Washington, DC     Beijing    Hong Kong     www.loeb.com

A limited liability partnership including professional corporations

United States securities and exchange commission logo
March 5, 2021
Mark C. Jensen
Chief Executive Officer
American Acquisition Opportunity Inc.
12115 Visionary Way
Fishers, Indiana 46038
Re:American Acquisition Opportunity Inc.
Registration Statement on Form S-1
Filed February 5, 2021
File No. 333-252751
Dear Mr. 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.
Form S-1 filed February 21, 2021
Dilution, page 72
1.You disclose positive tangible book value before the offering in the second paragraph on
page 72; however, you disclose negative tangible book value before the offering in the
table on page 73.  Please revise your disclosure to eliminate the inconsistency.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameMark C. Jensen
 Comapany NameAmerican Acquisition Opportunity Inc.
 March 5, 2021 Page 2
 FirstName LastName
Mark C. Jensen
American Acquisition Opportunity Inc.
March 5, 2021
Page 2
            You may contact Tony Watson at 202-551-3318 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services