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American Acquisition Opportunity Inc. *

American Acquisition Opportunity Inc. *

Feb 5, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Royalty Management Corporation

ENTERPRISE VALUE: $97 million
ANTICIPATED SYMBOL: RMCO

American Acquisition Opportunity Inc. proposes to combine with Royalty Management Co., a royalty company based out of Fishers, Indiana.

  • Founded in 2021, RMC focuses on current revenue streams through undervalued resources that fit today’s infrastructure market while investing in assets that fit tomorrow’s electrification, mineral resources and infrastructure needs.
  • Additionally, RMC aims to monetize end-of-life assets through sustainable development and stakeholder engagement to generate solid cash flow streams while driving communities forward.
  • RMC’s long-term recurring revenue streams are based on three pillars; natural resources & land assets, sustainable assets, and intellectual property and digital assets.

EXTENSION – 9/22/23 – LINK

  • The SPAC approved the extension from September 22, 2023 to October 31, 2023.
    • Redemptions were not disclosed.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 5/1/23 – LINK

  • The Outside date was extended from March 22, 2023 to September 22, 2023.

EXTENSION – 9/23/22 – LINK

  • The SPAC approved the extension from September 22, 2022, to March 22, 2023. There was no contribution to trust for this extension.

EXTENSION – 3/25/22 – LINK

  • Effective March 25, 2022, American Acquisition Opportunity Inc. and certain accredited investors in the Company entered into Forward Share Purchase Agreements, pursuant to which the Investors may each individually elect to sell and transfer to the Company via redemption on the earlier of:
    • (a) the closing of the Company’s initial business combination, and
    • (b) September 22, 2022 (the “Extended Date”), the amount of shares of the Company’s Class A common stock identified in each Purchase Agreement, for an aggregate purchase price of $10.35 per Share.
  • Collectively, the Investors hold 1,123,499 Shares subject to the Purchase Agreements.
  • If an Investor provides a timely notice of an election to sell or redeem Shares, the Company will pay the Shares Purchase Price for each eligible Share as follows:
    • (a) $0.25 for each Share being sold by such selling Investor to be delivered by the escrow agent appointed by the parties from an escrow account established by the parties the Purchase Agreements and
    • (b) $10.10 for each Share being sold by such selling Investor to be delivered in the form of a redemption payment from the trustee of the trust account established in conjunction with the closing of the Company’s initial public offering.
  • The Company has agreed to deposit $280,874.75 into the Escrow Account to satisfy payment of the Shares Purchase Price for all Investors.
  • In order to be eligible to receive the Shares Purchase Price, the Investors must continuously hold such Shares unless Shares are sold in open market sales at a price per Share greater than $10.35 and such sold Shares are replaced by other Shares purchased in the open market.
  • If an Investor fails to timely notify the Company of its election to sell or redeem Shares, such Investor will have forfeited its right to sell or redeem Shares.

SUBSEQUENT EVENT – 4/29/21 – LINK

  • On April 29, 2021, the Audit Committee of the Board of Directors of American Acquisition Opportunity Inc. approved the dismissal of Marcum LLP as the Company’s independent registered public accounting firm.
  • The Audit Committee approved the appointment of BF Borgers CPA, PC as the Company’s new independent public accounting firm.

TRANSACTION

  • The business combination values RMC at an implied $97 million pro forma enterprise value, at a price of $10.00 per share, assuming no redemptions by AMAO shareholders.
  • The transaction will result in gross proceeds of approximately $16 million to RMC (assuming no redemptions by AMAO stockholders and prior to the payment of transaction expenses).
  • RMC is owned and controlled by certain member officers and directors of AMAO and its sponsor.
  • The Merger is expected to be consummated in the fourth quarter of 2022.

amo overview

PIPE

  • There is no PIPE for this deal.

LOCK-UP

Company Lock-Up:

  • The earlier of:
    • (i) 90 days from the date hereof or;
    • (ii) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities, or other property.

Sponsor Lock-Up:

  • 6 months from the Closing date or trading above $12.00 for 20/30 trading days.

NOTABLE CONDITIONS TO CLOSING

  • The aggregate cash available to AMAO at the Closing (after giving effect to any redemptions by AMAO’s stockholders and the payment of all authorized transaction expenses) is at least $2,000,000.
  • If AMAO elects to pursue an extension proposal with its stockholders to extend the date by which AAO has to consummate a business combination from September 22, 2022 to December 22, 2022, or such other date reasonably determined by AAO (an “Extension Proposal”) such Extension Proposal shall have been approved by AMAO’s stockholders.
    • AMAO is not required to pursue an Extension Proposal.
  • AAO shall have obtained the fairness opinion required by the terms of the AMAO Prospectus dated March 17, 2021.

NOTABLE CONDITIONS TO TERMINATION

  • The Merger Agreement may be terminated on or after November 30, 2022 (or such later date as provided in an Extension Proposal approved by AMAO’s stockholders, if applicable).
    • The Outside date was extended from March 22, 2023 to September 22, 2023.
  • By AMAO on September 21, 2022, if the Merger Agreement has not been approved by AMAO’s stockholders as of such date and AMAO elects not to pursue an Extension Proposal prior to such date.
  • By AMAO within five business days after receiving notice that the fairness opinion described in the Prospectus and delivered to AMAO does not meet the terms of the Prospectus.
  • By AMAO, in the event that RMC’s audited financial statements for 2020 and 2021 have not been delivered to the Parent Parties on or before July 15, 2022 and remain undelivered prior to the termination of the Merger Agreement.
  • By AMAO or RMC if any applicable law or order that makes the transactions contemplated by the Merger Agreement illegal or otherwise prohibits consummation of such transactions shall have become final and non-appealable

ADVISORS

  • EF Hutton is serving as capital markets advisor to AMAO.
  • Loeb & Loeb, LLP is serving as legal advisor to AMAO.
  • Law Office of Clifford J. Hunt, P.A. is serving as SEC legal advisor to RMC.
  • Barnes & Thornburg LLP is serving as Indiana corporate law advisor to RMC.

MANAGEMENT & BOARD

Executive Officers

Mark C. Jensen, 41
Chairman, Chief Executive Officer and Director

Mr. Jensen has over 18 years of experience operating a both private and public companies in the infrastructure and resource marketplace. In 2015, Mr. Jensen founded Quest Energy, Inc. which through a reverse-merger up-listed on Nasdaq as American Resources Corporation (Nasdaq: AREC), a leader in supplying raw materials to the infrastructure industry. Mr. Jensen is also a founder and Executive Chairman of Land Betterment Corp, a benefit corporation, focused on positive environmental and social solutions for communities facing a changing industrial landscape. Beyond founding and operating companies, Mr. Jensen has also invested capital through a micro-cap fund focused on the international infrastructure market.

Kirk P. Taylor, 41
President, Chief Financial Officer and Director

Mr. Taylor has over 18 years of financial, accounting and tax structuring experience. After working in national public accounting firms, he has been the Chief Financial Officer of American Resources Corporation (Nasdaq: AREC) since 2015, leading the public process as well as integrations of 8 different acquisitions within the infrastructure and resource space. Mr. Taylor is also a founder and President of Land Betterment Corp, a benefit corporation, focused on positive environmental and social communities facing a changing industrial landscape.

Board of Directors

Thomas M. Sauve, 41
Director

Mr. Sauve has over 18 years in entity formation, land and lease management acquisition integration. As President of American Resources Corporation (Nasdaq: AREC) since 2015, Mr. Sauve has successfully integrated 8 acquisitions into a streamlined operating model. Additionally, Mr. Sauve is the founder and manager of a growing private royalty and land management company.

Daniel J. Hasler, 62
Director

Mr. Hasler is the founder and President of Hasler Ventures LLC, a company working to advance groundbreaking technologies by moving them to the public through collaborations with industry. For the previous 5 years, Mr. Hasler was President of Purdue Research Foundation. Previously, Mr. Hasler was the Secretary of Commerce for the State of Indiana and spent 31 years at Eli Lilly and Co., (NYSE: LLY) in a number of leadership positions including Vice President for Global Marketing.

Edward Smid, 43
Director

Mr. Smid is the founding member of Smid Law, LLC, a firm he founded in 2020. Before founding Smid Law, LLC , Mr. Smid spent 10 years with the law firm of Barnes and Thornburg LLP, where he specialized in protecting the rights of businesses and individuals involved in a wide range of commercial claims. Mr. Smid has served his country for the last 25 years as a United States Marine. After serving overseas as an infantry platoon commander, Ed left active service in 2008 to attend law school at Indiana University, where he graduated with honors.

Gary T. Ehlebracht, 35
Director

Mr. Ehlebracht has over 12 years of physical and financial commodity trading experience. He joined grain trading and merchandising firm Gavilon, LLC in 2008 where he spent over 10 years as a senior trader focused primarily on dairy commodities. In 2019 Gary joined Dairy Products Incorporated, a leading dairy trading firm, where he focuses on physical merchandising, financial risk management, global logistics and supply chain management working with some of the largest multinational food companies.

 

ByKristi Marvin