Royalty Management Holding Corp 8-K, filed Apr 6, 2021
Royalty Management Holding Corp (RMCO)
8-K
2021-04-06
For: 2021-04-01
View Original
Added on
April 12, 2026
About this 8-K
Royalty Management Holding Corp filed this 8-K on April 6, 2021, reporting on events of April 1, 2021.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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)
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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:
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☐
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Written
communications pursuant to Rule 425 under the Securities
Act
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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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 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.
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Exhibit
No.
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Description
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Pro
Forma Balance Sheet as of March 22, 2021
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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:
April 6, 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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AMERICAN ACQUISITION OPPORTUNITY INC.
BALANCE SHEET
MARCH 22, 2021
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March
22, 2021
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Pro Forma
Adjustments
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Pro Forma As
Adjusted
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ASSETS
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(unaudited)
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(unaudited)
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CURRENT
ASSETS
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Cash
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$2,235,000
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101,621
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b
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2,235,000
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(101,621)
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b
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Prepaid
Insurance
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410,154
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410,154
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Total Current
Assets
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2,645,154
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2,645,154
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Cash Held in Trust
account
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101,000,000
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5,060,020
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a
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106,060,020
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TOTAL
ASSETS
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$103,645,154
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5,060,020
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108,705,174
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LIABILITIES
AND SHAREHOLDER’S EQUITY
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CURRENT
LIABILITIES
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Promissory note
– related party
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$485,900
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485,900
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Advances from
related party
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760,000
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760,000
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Total Current
Liabilities
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$1,245,900
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1,245,900
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Deferred
Underwriter commissions
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3,500,000
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177,101
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c
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3,677,101
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TOTAL
LIABILITIES
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4,745,900
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177,101
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4,923,001
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COMMITMENTS
AND CONTINGENCIES
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Class A Common
Stock at $10.10 per shares, 9,296,955 shares and 9,802,957 shares
as adjusted at redemption value :
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$93,899,253
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4,882,919
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a
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98,782,172
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SHAREHOLDER’S
EQUITY
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Class A Common
Stock: $0.0001 par value; 100,000,000 shares authorized,
703,045 shares issued and outstanding for the period end
(excluding 9,296,955 shares subject to possible
redemption)
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70
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70
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Class B Common
Stock: $0.0001 par value; 10,000,000 shares authorized,
2,975,000 shares issued and outstanding for the period end
(including 100,000 representative shares).(1)
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298
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298
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Additional paid-in
capital
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5,015,083
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101,621
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b
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5,015,083
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(101,621)
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b
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(177,101)
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c
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177,101
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d
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Accumulated
Deficit
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(15,450)
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(15,450)
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Total
Shareholder’s Equity
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5,000,001
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5,060,020
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108,705,174
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TOTAL
LIABILITIES AND SHAREHOLDER’S EQUITY
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$103,645,154
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108,756,195
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The
accompanying footnotes are integral to the consolidated financial
statement.
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:
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Pro forma
entries
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Debit.
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Credit,
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a. Cash held in
Trust Account
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5,060,020
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Common stock
subject to possible redemption
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5,060,020
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To record sale of
506,002 Units at $10.00
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b.
Cash
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101,621
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Additional paid in
capital
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101,621
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Additional paid in
capital
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101,621
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Cash
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101,621
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To record the sale
of 101,621 private placement warrants and payment of 2.0% cash
underwriting fee on overallotment option
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c. Additional paid
in capital
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177,101
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Deferred
underwriting compensation
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177,101
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To record the
liability for deferred underwriting compensation on overallotment
option
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d. Common stock
subject to possible redemption
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177,101
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Additional paid in
capital
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177,101
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To restore total
equity above $5,000,000 as required by charter
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