Current Report Filing (8-k)
05 May 2021 - 6:39AM
Edgar (US Regulatory)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 29, 2021
Date of
Report (Date of earliest event reported)
American Acquisition Opportunity Inc.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-40233
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86-1599759
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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12115 Visionary Way
Fishers, Indiana
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46038
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (317) 855-9926
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities
Act
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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Units,
each consisting of one share of Common Stock and one-half of one
Redeemable Warrant
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AMAOU
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The
Nasdaq Capital Market LLC
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Common
Stock, par value $0.0001 per share
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AMAO
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The
Nasdaq Capital Market LLC
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Redeemable
Warrants, each whole warrant exercisable for one share of Common
Stock at an exercise price of $11.50
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AMAOW
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The
Nasdaq Capital Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 4.01. Changes in Registrant’s Certifying
Accountant
(a)
Dismissal of Independent Registered Public Accounting
Firm
On
April 29, 2021, the Audit Committee of the Board of Directors of
American Acquisition Opportunity Inc. (or the
“Company”) approved the dismissal of Marcum LLP
(“Marcum”) as the Company’s independent
registered public accounting firm.
The
reports of Marcum on the Company’s financial statements as of
January 22, 2021 and for the period January 20, 2021 through
January 22, 2021 and the Company’s balance sheet as of March
22, 2021 did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainty,
audit scope or accounting principles other than an explanatory
paragraph relating to the Company’s ability to continue as a
going concern.
During
the period January 20, 2021 through January 22, 2021 through the
date of termination, April 29, 2021, there were no
“disagreements” with Marcum on any matter of accounting
principles or practices, financial statement disclosure or auditing
scope or procedure, which disagreements if not resolved to the
satisfaction of Marcum would have caused Marcum to make reference
thereto in its reports on the consolidated financial statement for
such years. During the period January 20, 2021 through January 22,
2021 and through April 29, 2021, there have been no
“reportable events” (as defined in Item 304(a)(1)(iv)
and Item 304(a)(1)(v) of Registration S-K).
The
Company provided Marcum with a copy of the disclosure it is making
herein in response to Item 304(a) of Regulation S-K, and requested
Marcum furnish the Company with a copy of its letter addressed to
the Securities and Exchange Commission (the “SEC”),
pursuant to Item 304(a)(3) of Regulation S-K, stating whether or
not Marcum agrees with the statements related to them made by the
Company in this report. A copy of Marcum’s letter dated May
4, 2021 is attached as Exhibit 16.1 to this report.
(b)
Newly Engaged Independent Registered Public Accounting
Firm
On
April 29, 2021, the Audit Committee approved the appointment of BF
Borgers CPA, PC (“BF Borgers”) as the Company’s
new independent public accounting firm, effective immediately.
Prior to engaging BF Borgers, neither the Company, nor anyone on
its behalf, consulted BF Borgers regarding either (i) the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered with respect to the consolidated financial
statements of the Company, and no written report or oral advice was
provided to the Company by BF Borgers that was an important factor
considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii) any
matter that was the subject of a "disagreement" (as defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions) or a
“reportable event” (as that term is defined in Item
304(a)(1)(v) of Regulation S-K).
Item 4.02. Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
(b) On
May 1, 2021, Marcum informed management of its conclusion that the
Company’s (i) audited balance sheet dated March 22, 2021,
that was filed with the SEC as an Exhibit to a Current Report on
Form 8-K filed on March 29, 2021, (ii) the unaudited pro forma
balance sheet dated March 22, 2021 that was filed on April 6, 2021
reflecting the partial exercise of over-allotment option by the
underwriters (“Underwriters”) of the Company’s
initial public offering, (collectively the “Affected Period
Financial Statements”) should no longer be relied upon due to
the continued research regarding how the Company accounted for its
outstanding warrants to purchase shares of Class A common stock,
par value $0.0001 per share of the Company (“Class A Common
Stock”). The Company has issued 5,253,001 warrants to
purchase shares of its Class A Common Stock at $11.50 per share,
which were included in the units sold in the Company’s
initial public offering (the “Public Warrants”) and
3,701,621 warrants to purchase shares of Class A Common Stock at
$11.50 per share, which were sold in a private placement (the
“Private Placement Warrants”). In each case, the total
number of warrants includes those issued due to the partial
exercise of the underwriters’ over-allotment option. The
Company had been accounting for the Warrants as components of
equity instead of as liabilities.
On
April 12, 2021, the Staff at the U.S. Securities and Exchange
Commission (the “SEC”) issued a statement (the
“Statement”) discussing the accounting implications of
certain terms that are common in warrants issued by special purpose
acquisition companies (“SPACs”). In light of the
Statement, the Company’s management evaluated the terms of
the Warrant Agreement entered into in connection with the
Company’s initial public offering and concluded that the
Company’s Public Warrants and Private Placement Warrants
(together, the “Warrants”) include provisions (the
“Extraordinary Transaction Provisions”) that, based on
the Statement, preclude the Warrants from being classified as
components of equity. As a result, the Company is required to
classify the Warrants as liabilities in the Affected Period
Financial Statements. Under this accounting treatment, the Company
is required to measure the fair value of the Warrants at the end of
each reporting period and recognize changes in the fair value from
the prior period in the Company’s operating results for the
current period.
While
the Company is still in the process of obtaining a valuation of the
Warrants, in connection with its termination as independent
auditor, Marcum stated that it was its belief the impact will be
material thereby requiring a restatement of the previously-issued
financial statements. As such, Marcum stated that the
previously-issued financial statements should no longer be relied
upon.
The
Company has provided Marcum with a copy of this disclosure.
Attached as Exhibit 16.2 is a letter dated May 4, 2021 from Marcum
regarding the disclosure.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Letter Dated
May 4, 2021 from Marcum LLP
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Letter
Dated May 4, 2021 from Marcum LLP
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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Dated:
May 4, 2021
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AMERICAN
ACQUISITION OPPORTUNITY INC.
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By:_/s/
Mark C. Jensen_________________
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Name:
Mark C. Jensen
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Title:
Chief Executive Officer
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