RMCO 8-K
Royalty Management Holding Corp (RMCO)
United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
|
(Exact Name of Registrant as Specified in its Charter) |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| ||
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code:(
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:
Title of each class |
| Trading Symbol |
| Name of each exchange on which registered |
Units, each consisting of one share of Class ACommon Stock and one-half of one Redeemable Warrant |
| AMAOU |
| The Nasdaq Stock Market LLC |
|
| The | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class ACommon Stock at an exercise price of $11.50 |
| AMAOW |
| The New York Stock Exchange |
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 1.01. Entry into a Material Definitive Agreement.
Amendment No. 2 to Merger Agreement
As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 5, 2022 by American Acquisition Opportunity Inc., a Delaware company (“AMAO”), on June 28, 2022, AMAO and Royalty Merger Sub, Inc., an Indiana corporation and a wholly owned subsidiary of AMAO (“Merger Sub,” and together with AMAO, the “Parent Parties”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Royalty Management Corporation, an Indiana corporation (“RMC”),pursuant to which, among other things, a business combination between AMAO 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 AMAO (the “Merger”). Upon the closing of the Merger (the “Closing”), it is anticipated that AMAO will change its name to “Royalty Management Corporation.” All capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Amendment and the Merger Agreement.
Subsequently, as previously disclosed in the Registration Statement on Form S-4 filed with the SEC on December 15, 2022, on June 28, 2022, the Parent Parties and RMC entered into Amendment No. 1 to the Merger Agreement (“Amendment No. 1”). The purpose of Amendment No. 1 was to, among other things, extend the Outside Date for the Closing of the Merger from November 30, 2022 to March 22, 2023.
Thereafter, on April 28, 2023,the Parent Parties and RMC entered into Amendment No. 2 to the Merger Agreement (“Amendment No. 2”). The purpose of Amendment No. 2 was tofurther extend the Outside Date for the Closing of the Merger from March 22, 2023 to September 22, 2023.
The foregoing descriptiondoes not purport to be complete, and is qualified in its entirety by reference to Amendment No. 1, Amendment No. 2, and the referenced filings. A copy of Amendment No. 2 is filed with this Current Report on Form 8-K as Exhibit 2.1 hereto, and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
| Description |
| ||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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.
Dated: May 1, 2023 |
| |
|
| |
AMERICAN ACQUISITION OPPORTUNITY INC. |
| |
|
| |
By: | /s/ Mark C. Jensen |
|
Name: Mark C. Jensen |
| |
Title: Chief Executive Officer |
| |
| 3 |
EXHIBIT 2.1
AMENDMENT NO. 2 TO
AGREEMENT AND PLAN OF MERGER
by and among
AMERICAN ACQUISITION OPPORTUNITY INC.
ROYALTY MERGER SUB, INC.
and
ROYALTY MANAGEMENT CORPORATION
| 1 |
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (“Amendment No. 2”), dated as of April 25, 2023, by and among American Acquisition Opportunity Inc., a Delaware corporation (“AAO”), Royalty Merger Sub, Inc., an Indiana corporation (“Merger Sub”), and Royalty Management Corporation, an Indiana corporation (the “Company”). AAO, Merger Sub and the Company are sometimes referred to individually herein as a “Party” and, collectively, the “Parties.”
WHEREAS, the Parties have entered into an Agreement and Plan of Merger, dated as of June 28, 2022 (the “Agreement”), providing for, among other things, the merger of Merger Sub with and into the Company, with the Company continuing as the Surviving Corporation;
WHEREAS, the Parties have entered into Amendment No. 1 to the Agreement and Plan of Merger, dated as of November 27, 2022 (“Amendment No. 1”), providing for, among other things, changing the date that is defined as the “Outside Date” from November 30, 2022 to March 22, 2023; and
WHEREAS, each of the Parties desires to further amend the Merger Agreement in certain respects as described in this Amendment. NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Amendment as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Amendment, and intending to be legally bound hereby, the Parties accordingly agree as follows.
1. Except as otherwise indicated herein or unless the context otherwise requires, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.
2. Section 9.1(b) of the Agreement shall be amended by changing the date that is defined as the “Outside Date” from March 22, 2023 to September 22, 2023.
3. Except as set forth herein, all other terms and provisions of the Agreement remain unchanged and in full force and effect. On and after the date hereof, each reference in the Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import, shall mean and be a reference to the Agreement as amended or otherwise modified by this Amendment No. 2. For the avoidance of doubt, references to the phrases “the date of this Agreement” or “the date hereof”, wherever used in the Agreement, as amended by this Amendment No. 2, shall mean June 28, 2022.
4. This Amendment No. 2 shall be governed by all provisions of the Merger Agreement unless context requires otherwise, including all provisions concerning construction, enforcement and governing law.
5. This Amendment No. 2, together with Amendment No. 1 and the Agreement, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein. In the event of a conflict between the terms of the Agreement and this Amendment, the terms of this Amendment shall prevail solely as to the subject matter contained herein.
6. This Amendment No. 2 may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Amendment No. 2 shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.
[The remainder of this page is intentionally left blank; signature pages to follow]
| 2 |
IN WITNESS WHEREOF the parties hereto have caused this Amendment No. 2 to be duly executed as of the day and year first written above by their respective officers thereunto duly authorized.
| AMERICAN ACQUISITION OPPORTUNITY INC. | |||
| By: | /s/ Mark C. Jensen | ||
|
|
| Mark C. Jensen | |
| Chief Executive Officer | |||
|
| ROYALTY MERGER SUB, INC. |
| |
|
|
|
|
|
|
| By: | /s/ Mark C. Jensen |
|
|
|
| Mark C. Jensen |
|
|
|
| Chief Executive Officer |
|
|
|
|
|
|
|
| ROYALTY MANAGEMENT CORPORATION |
| |
|
|
|
|
|
|
| By: |
|
|
|
|
| Thomas Sauve |
|
|
|
| Chief Executive Officer |
|
| 3 |