8-K

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 1, 2021

Date of Report (Date of earliest event reported)

American Acquisition Opportunity Inc.

(Exact Name of Registrant as Specified in its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 3.02. Unregistered Sales of Equity Securities

The information included in Item 8.01 is incorporated into this Item by reference.

Item 8.01. Other Events.

As previously disclosed in a Current Report on Form 8-K dated March 22, 2021 (the “Form 8-K”), American Acquisition Opportunity Inc., a Delaware corporation (the “Company”), consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000. The Company granted the underwriters in the IPO a 45-day option to purchase up to 1,500,000 additional Units solely to cover over-allotments, if any.

As previously disclosed in the Form 8-K, on March 22, 2021, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 3,600,000 warrants (the “Private Placement Warrants”) to American Opportunity Ventures LLC at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $3,600,000.

Subsequently, 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 Placement Warrants (the “Over-Allotment Private Placement Warrants” and, together with the Private Placement 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.

As of April 1, 2021, a total of $106,110,620.80 of the net proceeds from the sale of the Units in the IPO (including the Over-Allotment Units) and the Private Placements were deposited in a U.S.-based trust account established for the benefit f the Company’s public stockholders maintained by Continental Stock Transfer & Trust Company, acting as trustee. Included with this report as Exhibit 99.1 is a pro forma balance sheet reflecting the partial exercise of the over-allotment option and the Over-Allotment Private Placement.

Item 9.01. Financial Statements and Exhibits.

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.

amao_ex991

AMERICAN ACQUISITION OPPORTUNITY INC.

BALANCE SHEET

MARCH 22, 2021

All values are in US Dollars.

The accompanying footnotes are integral to the consolidated financial statement.

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTE TO PRO FORMA BALANCE SHEET

(dollars rounded to thousands)

(unaudited)

NOTE 1 – CLOSING OF OVERALLOTMENT OPTION, ADDITIONAL PRIVATE PLACEMENT AND FORFEITABLE SHARES

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of the Company as of March 22, 2020, adjusted for the closing of the underwriters’ overallotment option and related transactions which occurred on April 1, 2021 as described below.

On April 1, 2021 the Company closed on the underwriters’ overallotment option of 506,002 units (the partial amount), increasing the total dollar offering amount by approximately $5,060,020 to approximately $106,110,620. Additionally, on April 1, 2021, the Company closed on the sale of 101,621 additional private placement warrants in the amount of approximately $101,621. Since the underwriters’ overallotment option has not expired, there is no forfeiture of any Founder Shares. Pro forma adjustments to reflect the exercise of the underwriters’ overallotment option are as follows:

All values are in US Dollars.