AMAO American Acquisition Opportunity Inc

PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS

American Acquisition Opportunity Inc., (the “Company,” “Vickers,” “we,” “us” or “our”), a Delaware corporation, is providing this proxy statement in connection with the solicitation by the Company’s Board of Directors of proxies to be voted at the Special Meeting of Stockholders to be held __:__ a.m. ET on September __, 2022.  The Special Meeting will be held virtually, via webcast, at https://www.cstproxy.com/amao/_________/

The Special Meeting will be held for the purpose of considering and voting upon the following proposals:

Background

The Company completed its initial public offering (“IPO”) on March 22, 2021. The Company’s IPO prospectus and charter initially provided that the Company had until March 22, 2022 (12 months after the consummation of the IPO) to complete a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”). On March 21, 2022, stockholders of the Company approved an amendment to the Company’s charter to extend the period of time in which to complete a Business Combination to September 22, 2022. In connection with this extension, stockholders of the Company holding _________ shares elected to redeem their shares leaving _________ public shares outstanding.

On June 28, 2022, the Company entered into an agreement and plan of merger (the “Business Combination Agreement”) by and among the Company, Royalty Management Corporation, an Indiana corporation (“RMC”) and Royalty Merger Sub Inc., an Indiana corporation and a wholly owned subsidiary of the Company (“Merger Sub”).

Pursuant to the Business Combination Agreement, a business combination between the Company and RMC will be effected through the merger of Merger Sub with and into RMC, with RMC surviving the merger as a wholly owned subsidiary of the Company (the “Business Combination”).

The Board of Directors of the Company (the “Board”) currently believes that there will not be sufficient time before September 22, 2022, to complete a Business Combination. As such, the purpose of Proposals 1 and 2 are to provide for an extension of the time period to complete the Business Combination, which the Board believes is in the best interests of our stockholders.

The Company’s charter also contains a provision that requires that the Company obtain a fairness opinion in connection with an initial business combination that is deemed a “related party” transaction. The Business Combination would be deemed a related party transaction as many of the stockholders of the target are officers and directors of the Company. While the Company obtained an independent valuation of the target prior to execution of the Business Combination Agreement, it intended to obtain the fairness opinion post-signing. It has subsequently determined that, in the opinion of the Board, the cost of obtaining such an opinion outweighs the benefit to its stockholders as stockholders may exercise redemption rights either in connection with the consideration of these charter amendments or when voting on the Business Combination which will occur at a later date. However, as Section 9.7 of the charter requires the receipt of a fairness opinion and the Company disclosed in its prospectus for its IPO the intention to obtain a fairness opinion in these circumstances, the Company is seeking stockholder approval of the charter amendment to remove this provision.

The Company’s charter also prohibits the Company from redeeming securities in connection with a business combination or an amendment to certain charter provisions if the redemptions would cause its net tangible assets to be less than $5,000,001 (the “NTA Requirement”). The purpose of this provision was to prevent the Company’s securities from being deemed a “penny stock” under SEC Rules. The purpose of the NTA Requirement was to ensure that the Company will not be subject to the “penny stock” under the rules of the SEC as long as it met the NTA Requirement, and therefore not be deemed a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). The Company is proposing to amend its charter to remove the NTA Requirement limitation on redemptions that is included in both Section 9.2(a) of the charter (Proposal 4) and Section 9.7 of the charter (Proposal 5). The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and the Company believes that it can rely on another exclusion, which relates to it being listed on the Nasdaq Capital Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, the Company intends to rely on the exclusion from the penny stock rules set forth in Rule 3a51-1(a)(2) as a result of its securities being listed on the Nasdaq Capital Market.

Redemption Rights

In accordance with the charter, stockholders of the Company are entitled to exercise redemption rights in connection with Proposals 1, 3, 4 and 5. If Proposals 1-5 are approved by the requisite vote of stockholders, the remaining holders of public shares will retain the opportunity to have their public shares redeemed in conjunction with a later vote regarding the approval of the Business Combination. In addition, public stockholders who vote for Proposals 1, 3, 4 and 5 and do not seek to have their shares redeemed would still be entitled to have their shares redeemed for cash if the Company has not completed a Business Combination by the Extended Date.

The Company estimates that the per-share price at which public shares may be redeemed from cash held in the trust account will be approximately $10.10 at the time of the special meeting. The closing price of the Company’s common stock on August 26, 2022, was $10.10. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

If Proposals are not approved by September 22, 2022, as contemplated by our charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.

Voting Rights; Vote Required

Our Board has fixed the close of business on _____________, 2022 as the record date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s common stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof.

The affirmative vote of 65% of the Company’s outstanding common stock will be required to approve each of Proposals 1-5.

Approval of the Adjournment Proposal requires the affirmative vote of at least the majority of the votes cast by the stockholders present or represented by proxy and entitled to vote on the matter at the special meeting, voting as a single class.

The Sponsor, officers, and directors have waived their rights to liquidating distributions from the trust account with respect to their shares of common stock, including those included in our units issued to such initial stockholders, acquired directly from the Company and warrants issued to the Sponsor. As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the public shares. There will be no distribution from the trust account with respect to the Company’s warrants, which will expire worthless in the event the Company winds up.

Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.10 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.10 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor’s only assets are securities of the Company. Therefore, there is no assurance that our Sponsor will be able to satisfy its obligations. The per-share liquidation price for the public shares is anticipated to be approximately $10.10 (based on the amount expected to be in trust at the time of the special meeting). Nevertheless, the Company cannot assure you that the per share distribution from the trust account, if the Company liquidates, will not be less than $10.10, plus interest, due to unforeseen claims of potential creditors.

Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to the Company at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against the Company within the subsequent ten years. However, because the Company is a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If Proposals 1-5 are approve, such approval will constitute consent for the Company to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by the Company to complete a Business Combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now will retain their redemption rights and their ability to vote on any Business Combination through the Extended Date if the Extensions are approved.

This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.

TABLE OF CONTENTS 

FORWARD-LOOKING STATEMENTS 

The statements contained in this proxy statement that are not purely historical are “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement may include, without limitation, statements about:

The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING 

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Board for use at the special meeting, or at any adjournments thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting. The Company is a blank check company formed in January 2021 for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. In March 2021, the Company consummated its IPO from which it derived net proceeds of approximately $106,000,000. Like most blank check companies, our charter provided for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if there is no qualifying business combination(s) consummated on or before a certain date. In our case, such date was initially set at March 22, 2022.  In March 2022, stockholders approved an amendment to the charter extending the deadline to September 22, 2022. In connection with the approval of this extension, _________ of the outstanding public shares exercised redemption rights.

While the Company has entered into the Business Combination Agreement with RMC, our Board believes that the Business Combination will not be completed by September 22, 2022.  The Company is therefore seeking a further extension of the deadline to March 22, 2023. The Board also believes that certain other amendments to the charter are necessary to ensure that the Business Combination is completed.

What is being voted on?

You are being asked to vote on the following proposals:

What is the purpose of the Proposals?

The purpose of the Proposals is to provide the Company with sufficient time to complete the Business Combination and to facilitate the consummation of the Business Combination. Stockholders are not being asked to approve the Business Combination at this time. The Company intends to hold another stockholders meeting prior to the Extended Date in order to seek stockholder approval of the Business Combination. Each of the Proposals 1-5 is cross-conditioned on the approval of each other.

If the Extensions are implemented, such approval will constitute consent for the Company to remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for the Company’s use in connection with consummating a Business Combination on or before the Extended Date.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election. The Company cannot predict the amount that will remain in the trust account if the Extensions are approved and the amount remaining in the trust account may be only a fraction of the approximately $_________ (including interest but less the funds used to pay taxes) that was in the trust account as of July 31, 2022, which could impact the Company’s ability to consummate a Business Combination.

If the Extension Amendment Proposal or the Trust Amendment Proposal are not approved by September 22, 2022, as contemplated by our charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.

The Sponsor and the initial stockholders have waived their rights to liquidating distributions from the trust account with respect to their shares of common stock, including those included in our units issued to such initial stockholders, acquired directly from the Company (but not including shares acquired in the open market) (the “Private Shares”). As a consequence of such waivers, any liquidating distribution that is made will be only with respect to the public shares. There will be no distribution from the trust account with respect to the Company’s warrants, which will expire worthless in the event the Company winds up. The Company will pay the costs of liquidation from its remaining assets outside of the trust account.

Why is the Company proposing the Extension Amendment and Trust Amendment Proposals (Proposals 1 and2)?

The Company’s charter and the Trust Agreement provide for the return of the IPO proceeds held in trust to the holders of shares of common stock sold in the IPO if there is no qualifying business combination(s) consummated on or before September 22, 2022. While the Company entered into the Business Combination Agreement on June 28, 2022, our Board currently believes that there will not be sufficient time before September 22, 2022 to complete the Business Combination. The purpose of the Extensions is to provide the Company with sufficient time to complete the Business Combination, which our Board believes is in the best interests of our stockholders.

Why is the Company proposing the Fairness Opinion Proposal (Proposal 3)?

Certain of the stockholders of RMC are also stockholders and officers and directors of the Company. As such, under Section 9.5 of the charter, the Company is required to obtain a “fairness opinion” prior to completion of the Business Combination. The Company also disclosed in its prospectus in connection with its initial public offering (“IPO”) that it would do so as well. The Board of Directors has determined that the cost of obtaining a fairness opinion as would be required by Section 9.5 of the charter is prohibitive, particularly in light of the fact that there are only 1,582,685 public shares that remain outstanding and believes that it would be in stockholders best interests if this requirement to the completion of a business combination was removed. Proposal 3, if approved, would eliminate this requirement.

Why is the Company proposing the Net Tangible Assets Amendment and the Charter Amendment Regarding Redemption Limitations Proposals (Proposals 4 and 5)?

In connection with the special meeting of stockholders held in March 2022 at which stockholders approved the initial extension, ________ shares of common stock (___% of the outstanding public shares) exercised redemption rights. As of July __, 2022, only $______ remained in the trust account. Stockholders are entitled to exercise redemption rights in connection with these proposals as well. Under the Company’s charter, it cannot consummate the Business Combination unless it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination. In addition, if holders of more than approximately 1,070,412 shares were to seek redemption rights in connection with the consideration of these proposals, even if the amendments were approved by the requisite vote of stockholders, the Company would not be able to implement the amendments or provide redemption rights as its charter requires that it must have at least $5,000,001 in net tangible assets to do so.

The Company believes that these limitations which may prevent it from completing the Business Combination are not needed. The purpose of such limitation was initially to ensure that the common stock is not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the common stock would not be deemed to be a “penny stock” as such securities are listed on a national securities exchange, the Company is presenting the NTA Proposal to facilitate the consummation of the Business Combination. If the NTA Proposal is not approved and there are significant requests for redemption such that the Company’s net tangible assets would be less than $5,000,001 upon the consummation of the Business Combination, the charter would prevent the Company from being able to consummate the Business Combination even if all other conditions to closing are met.

Why should I vote for the Proposals?

Our Board believes stockholders will benefit from the Company consummating the Business Combination and is proposing the charter amendments to extend the date by which the Company must complete the Business Combination until the Extended Date and to facilitate its completion.  The Company is also seeking to eliminate the NTA Requirement and the related limitation on redemptions in connection with charter amendments so as to give all of its public stockholders the ability to have their shares of common stock redeemed if they so desire.

Our Board recommends that you vote in favor of each of the Proposal but expresses no opinion as to whether you should redeem your public shares.

How do the Company insiders intend to vote their shares?

All of the Company’s directors and their respective affiliates are expected to vote any common stock over which they have voting control (including any public shares owned by them) in favor of all proposals. As of the date of this proxy statement, the Company’s sponsor, directors and officers own ___________ shares representing ____% of the outstanding shares of the Company’s common stock entitled to vote at the special meeting.

Does the Board recommend voting for the approval of the proposals?

Yes. After careful consideration of the terms and conditions of the proposals, the Board has determined that all proposals are in the best interests of the Company and its stockholders. The Board unanimously recommends that stockholders vote “FOR” each of Proposals 1-5.

What vote is required to adopt each of the Proposals?

Approval of each of Proposals 1-5 will require the affirmative vote of holders of 65% of the Company’s outstanding common stock, including those shares held as a constituent part of our units, on the record date. Abstentions will have the effect of a vote “AGAINST” this proposal.

Approval of the Adjournment Proposal will require the affirmative vote of majority of the votes cast by the holders of the Company’s common stock present virtually or represented by proxy at the special meeting and entitled to vote on the matter at the annual meeting. Accordingly, abstentions will have the effect of a vote “AGAINST” this proposal.

Will you seek any further extensions to liquidate the trust account?

Other than the Extensions until the Extended Date as described in this proxy statement, the Company does not anticipate seeking any further extension to consummate a Business Combination.

What happens if the Proposals are not approved?

If any of Proposals 1-5 is not approved by September 22, 2022, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

If Proposal 1-5 are approved, what happens next?

If Proposals 1-5 are approved, the Company will continue to attempt to consummate the Business Combination until the Extended Date. The Company will remain a reporting company under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and its units, common stock and public warrants will remain publicly traded until the Extended Date.

Upon approval of the Proposals, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto. The Company will also execute an amendment to Trust Agreement in the form of Annex B hereto.

If the Proposals are approved, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of the Company’s common stock held by our initial stockholders through the Private Shares.

Would I still be able to exercise my redemption rights in connection with a vote on the Business Combination?

If all of Proposals 1-5 are approved, unless you elect to redeem your shares, you will be able to vote on the Business Combination when it is submitted to stockholders. If you disagree with the Business Combination, you will retain your right to vote against it and/or redeem your public shares upon consummation of the Business Combination in connection with the stockholder vote to approve such Business Combination.

What happens if I sell my common stock or units before the special meeting?

The _____________, 2022 record date is earlier than the date of the special meeting. If you transfer your public shares, including those shares held as a constituent part of our units, after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. If you transfer your common stock prior to the record date, you will have no right to vote those shares at the special meeting.

How do I attend the special meeting, and will I be able to ask questions?

The special meeting will be conducted virtually over the Internet. As a stockholder you will need your Control Number to join the meeting. You can obtain your Control Number from the Notice of the special meeting or the proxy card you received from Continental Stock Transfer & Trust Company, the Company’s transfer agent. If you hold your position through a bank or broker and would like to join the meeting you will need to contact Continental Stock Transfer at 917-262-2373, or www.proxy@continentalstock.com  to obtain a control number. Any stockholder may attend, listen and vote during the virtual meeting. You will also be able to ask questions during that part of the meeting by clicking on the chat box and enter a question.

How do I vote?

If you are a holder of record of Company common stock, including those shares held as a constituent part of our units, you may vote virtually at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting, the Company urges you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote virtually if you have already voted by proxy.

If your shares of Company common stock, including those shares held as a constituent part of our units, are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card prior to the date of the special meeting or by voting virtually at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 12115 Visionary Way, Fishers, Indiana 46038, Attn: Chief Executive Officer.

How are votes counted?

Votes will be counted by the inspector of election appointed for the special meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes for the proposals.

If my shares are held in “street name,” will my broker automatically vote them for me?

Under the rules governing banks and brokers who submit a proxy card with respect to shares held in street name, such banks and brokers have the discretion to vote on routine matters, but not on non-routine matters. All proposals are non-routine or “non-discretionary” items.

Your broker can vote your shares with respect to “non-discretionary items” only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to the proposals, which are non-routine or “non-discretionary” proposals.

What is a quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock on the record date, including those shares held as a constituent part of our units, are represented virtually or by proxy at the special meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote virtually at the special meeting. Abstentions (but not broker non-votes) will be counted towards the quorum requirement. If there is no quorum, the presiding officer of the special meeting may adjourn the special meeting to another date.

Who can vote at the special meeting?

Only holders of record of the Company’s common stock, including those shares held as a constituent part of our units, at the close of business on _____________, 2022, are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On this record date, ________ shares of common stock were outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name. If on the record date your shares or units were registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote virtually at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting virtually, the Company urges you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares or units were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting virtually. However, since you are not the stockholder of record, you may not vote your shares virtually at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

What interests do the Company’s directors and executive officers have in the approval of the proposals?

The Company’s directors and executive officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership by them or their affiliates of Private Shares and warrants that may become exercisable in the future, loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements and ownership interests in the target of our Business Combination. See the section entitled “The Extension Amendment - Interests of the Company’s Directors and Officers.”

Do I have appraisal rights?

Stockholders do not have appraisal rights in connection with the Extensions under the DGCL.

What happens to the Company’s warrants if the Proposals are not approved?

If the Proposals are not approved by September 22, 2022, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, and subject to having lawfully available funds therefor, redeem the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest not previously released to the Corporation to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event the Company winds up.

What happens to the Company warrants if the Proposals are approved?

If the Proposals are approved, the Company will continue its efforts to consummate the Business Combination until the Extended Date. The warrants will remain outstanding in accordance with their terms.

How do I redeem my shares of Company common stock?

If the Proposals are implemented, each public stockholder may seek to redeem all or a portion of his public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest not previously released to the Company to pay its taxes, divided by the number of then outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder vote to approve the Business Combination, or if the Company has not consummated a Business Combination by the Extended Date.

To demand redemption, you must ensure your bank or broker complies with the requirements identified herein, including submitting a written request that your shares be redeemed for cash to the transfer agent and delivering your shares to the transfer agent prior to 5:00 p.m. EST on ________, 2022. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment and Election.

If I am a public unit holder, can I exercise redemption rights with respect to my units?

No. Holders of outstanding public units must separate the underlying public shares and Public Warrants (as defined below) prior to exercising redemption rights with respect to the public shares.

If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such units into public shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units. See “How do I redeem my shares of Company common stock?” above.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. The Company has also retained Alliance Advisors, LLC, a proxy solicitation firm, for assistance in connection with the solicitation of proxies for the special meeting. Any customary fees of Alliance Advisors, LLC will be paid by the Company. The Company estimates that its proxy solicitor fees will be approximately $______ plus reasonable out of pocket expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Where do I find the voting results of the special meeting?

We will announce preliminary voting results at the special meeting. The final voting results will be tallied by the inspector of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the SEC within four business days following the special meeting.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

American Acquisition Opportunity Inc.

12115 Visionary Way

Fishers, Indiana 46038

Attn: Chief Executive Officer

Telephone: (317) 855-9926

You may also contact the proxy solicitor at the address or telephone number listed below:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, New Jersey 07003

Shareholders Call Toll Free: 844-670-2144

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

THE COMPANY

We are a blank check company organized on January 20, 2021 under the laws of the State of Delaware. The Company was formed for the purpose consummating a Business Combination.

On March 22, 2021, we consummated our IPO of 10,000,000 units at a price of $10.00 per unit (the “Units”), generating gross proceeds of $100,000,000. Each Unit consists of one Class A common stock and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 3,800,000 warrants (the “Private Warrants”).  On March 30, 2021, the underwriters partially exercised their over-allotment option, and the closing and sale of an additional 506,002 Units (the “Over-Allotment Units”) occurred on April 1, 2021. The issuance by the Company of the Over-Allotments Units at a price of $10.00 per Unit resulted in total gross proceeds of $5,060,020. On April 1, 2021, simultaneously with the sale and issuance of the Over-Allotment Units, the Company consummated the sale of an additional 101,621 Private Warrants (the “Over-Allotment Private Placement Warrants” and, together with the Private Warrants, the “Private Placements”, generating gross proceeds of $101,621. The Over-Allotment Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

The Company initially had 12 months or until March 22, 2022 to complete an initial business combination. On March 21, 2022, stockholders of the Company approved an amendment to the charter to extend that deadline to September 22, 2022.  In connection with this meeting, __________ shares or approximately ___% of the outstanding public shares redeemed their shares at a per share price of $____.  As of __________, 2022, there were ______ public shares outstanding and _________ private shares.

As of __________, 2022, we had approximately $________ (including interest but less the funds used to pay taxes) in the trust account.

The mailing address of our principal executive office is 12115 Visionary Way, Fishers, Indiana 46038, and its telephone number is (317) 855-9926.

THE SPECIAL MEETING 

Date, Time, Place and Purpose of the Special meeting 

A special meeting will be held at 9:00 a.m., Eastern Time, on September __, 2022. The special meeting will be held virtually, at https://www.cstproxy.com/amao/____.

Stockholders are being asked to vote on the following proposals:

Voting Power; Record Date 

You will be entitled to vote or direct votes to be cast at the special meeting if you owned our common stock, including as a constituent part of a unit, at the close of business on _____________, 2022, the record date for the special meeting. You will have one vote per proposal for each share of common stock you owned at that time. Our warrants do not carry voting rights.

At the close of business on the record date, there were ________ outstanding shares of Company common stock entitled to vote, of which 2,726,500 were Private Shares.

Votes Required 

Approval of each of Proposals 1-5 will require the affirmative vote of holders of 65% of the Company’s common stock outstanding on the record date. If you do not vote (i.e., you “abstain” from voting on the proposal), your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes. 

Approval of the Adjournment Proposal will require the affirmative vote of majority of the votes cast by the holders of the Company’s common stock present virtually or represented by proxy at the special meeting and entitled to vote on the matter at the annual meeting. Accordingly, abstentions will have the effect of a vote “AGAINST” this proposal.

Voting 

You can vote your shares at the special meeting by proxy or virtually.

If you wish to vote by proxy, you must (i) complete the enclosed proxy card and mail it in the envelope provided, or (ii) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card. Alternatively, you can vote your shares virtually by attending the special meeting. You will be given a ballot at the special meeting.

If your shares or units are held in the name of a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You will not be able to vote at the special meeting unless you obtain a legal proxy from the record holder of your shares. Stockholders who hold their shares in “street name,” must obtain a legal proxy from the record holder to vote their shares at the special meeting.

Revocability of Proxies 

Any proxy may be revoked by the person giving it at any time before the polls close at the special meeting. A proxy may be revoked by filing with the Company at 12115 Visionary Way, Fishers, Indiana 46038, either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the special meeting and voting virtually.

Simply attending the special meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Attendance at the Special Meeting 

Only holders of common stock, their proxy holders and guests the Company may invite may attend the special meeting. If you wish to attend the special meeting virtually but you hold your shares or units through someone else, such as a broker, please follow the instructions you receive from your broker, bank or other nominee holding your shares. You must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Solicitation of Proxies 

The Company will pay for the entire cost of soliciting proxies. The Company has agreed to pay the proxy solicitor a fee of approximately $______ plus reasonable out of pocket expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

You may contact the proxy solicitor at the address or telephone number listed below:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, New Jersey 07003

Shareholders Call Toll Free: 844-670-2144

No Right of Appraisal 

The Company’s stockholders do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the special meeting. Accordingly, our stockholders have no right to dissent and obtain payment for their shares.

Other Business 

The Company is not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters which may properly come before the special meeting. If other matters do properly come before the special meeting, or at any adjournment(s) of the special meeting, the Company expects that the shares of common stock represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.