United States securities and exchange commission logo





                            May 22, 2023

       Mark C. Jensen
       Chief Executive Officer
       American Acquisition Opportunity Inc.
       12115 Visionary Way, Suite 174
       Fishers, IN 46038

                                                        Re: American
Acquisition Opportunity Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-4
                                                            Filed May 5, 2023
                                                            File No. 333-268817

       Dear Mark C. Jensen:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
February 24, 2023 letter.

       Amendment No. 2 to Registration Statement on Form S-4 filed May 5, 2023

       Basis of Pro Forma Presentation, page 52

   1.                                                   Please advise why the
estimated per share redemption price differs between the $10.10 per
                                                        share for Intermediate
Redemptions and the $10.26 per share assuming Maximum
                                                        Redemptions.
       Transaction Accounting Adjustments, page 54

   2.                                                   Note D discloses cash
proceeds of $632,817 on the issuance of 70,313 shares of Class A
                                                        common stock. Please
explain how the cash proceeds disclosed in Note D reconciles to
                                                        the adjustments of
$274,000 to cash and additional paid-in capital on the pro forma
                                                        balance sheet or
otherwise address this numerical discrepancy. Further, we note that
 Mark C. Jensen
American Acquisition Opportunity Inc.
May 22, 2023
Page 2
         Note B is intentionally omitted but is referenced within Note D.
Please advise or revise.
         Finally, revise your disclosure so that we may better understand the
transactions and the
         pro forma adjustments being addressed within both Notes C and D.
Proposal No. 1 - The Business Combination
Background of the Business Combination, page 63

3.       We note your response to comment 7. However, it is still unclear how
the terms of the
         business combination "are the result of and equivalent to an arm   s
length negotiations
         between representatives of American Acquisition Opportunity and
Royalty." In this
         regard, we note that your disclosure indicates that the terms of the
business combination
         are the result of negotiations between Messrs. Jensen and Taylor on
behalf of American
         Acquisition Opportunity, and Mr. Sauve on behalf of Royalty, all of
whom have financial
         interests in Royalty. Please revise accordingly.
4.       We note your response to comment 9. However, your disclosure appears
to attribute to
         Blue & Co., LLC the board's valuation range for Royalty, in which case
Blue & Co., LLC
         must be named as an expert and provide their consent to be named. For
example, we note
         your references to the independent CPA firm engaged to do business
valuation work as
         your "valuation expert." We also note your statement on page 70 that
"[t]he American
         Acquisition Board believed that it had taken reasonable steps already
by obtaining an
         independent third-party valuation firm to confirm its valuation
range." Please revise
         accordingly. See Securities Act Rules C&DI 233.02.
5.       We note your response to comment 10. However, we did not locate the
expanded
         disclosures. Please expand your background discussion to provide more
detailed
         disclosure regarding key business combination agreement negotiation
considerations and
         how they changed over time. Currently, the background disclosure
references drafts of,
         and discussions regarding, the business combination agreement without
providing details
         or explaining the significance of material agreement terms or how they
may have changed
         before being reflected in the approved business combination agreement.
Please identify
         the original terms, clarify discussion points, and explain how and why
any terms were
         revised over time.
6.       We note your response to comment 11. Please revise to identify the
firm.
American Acquisition Opportunity Board's Reasons for Approval of the Business
Combination,
page 70
FirstName LastNameMark C. Jensen
7.     We note your response to comment 13. However, we did not locate the
revised
Comapany    NameAmerican
       disclosures.         Acquisition
                    Please revise        Opportunity
                                  to specify Royalty   sInc.
                                                       actual/projected
enterprise value to
       revenue and
May 22, 2023 Page 2 enterprise value to EBITDA  for 2021,  2022, and 2023.
FirstName LastName
 Mark C. Jensen
FirstName  LastNameMark C. Jensen
American Acquisition Opportunity Inc.
Comapany
May        NameAmerican Acquisition Opportunity Inc.
     22, 2023
May 22,
Page 3 2023 Page 3
FirstName LastName
Certain Royalty Projected Financial Information, page 73

8.       We note your response to comment 16. Please revise to disclose why the
change in trends
         is appropriate and assumptions are reasonable.
9.       We note your response to comment 17. However, it is unclear how the
key model
         assumptions support the volumes / respective units figures in the
financial projections. As
         non-exclusive examples only, we note the following:
             You state that for the ETI     Clean Energy royalty contract
between one and two
             density gauge meters are expected to be constructed, deployed, and
rented per month,
             which suggests a maximum annual volume of 24 units. However, the
figures in the
             projections for Years 2, 3, 4, and 5 are 26, 50, 74, and 98,
respectively.
             You state that for the Data Hosting and Services royalty contract
approximately one-
             half to one data storage and processing unit is expected to be
built and deployed per
             month, which suggests a maximum annual volume of 12 units.
However, the figures
             in the projections for Years 2, 3, 4, and 5 are 78, 197, 330, and
474, respectively.
             You state that for the eko royalty contract approximately four
homes are expected to
             be constructed per month, which suggests a maximum annual volume
of 48 units.
             However, the figures in the projections for Years 1, 2, 3, 4, and
5 are 105, 564, 906,
             1,050, and 1,194, respectively.
         Please revise or advise, as appropriate.
10.      Please revise to specify in the key model assumptions the royalty rate
for each royalty
         contract included in the the financial projections.
11.      Please revise to reconcile the honey royalty rate for the Pollinate
royalty contract. In this
         regard, we note your disclosure on page 76 that the royalty rate is
$5.00 per pound of
         honey sold. However, in the notes to the financial statements for
Royalty on page F-34
         you state that the royalty rate is $1.00 per pound.
12.      We note your response to comment 18, including that American
Acquisition Opportunity's
         board reviewed audited financial statements of Royalty in lieu of
requesting updated
         projections. Please explain what consideration the board gave to
obtaining updated
         projections or that the projections cannot be relied upon. In this
regard, we note that the
         projections suggest Royalty would earn approximately $4.4 million in
royalty revenue
         during the period ending December 31, 2022 (Year 1). However, the
audited financial
         statements for the year ended December 31, 2022 show that Royalty
earned only $172,686
         in total income. We also note that it appears four of the 11 royalty
contracts included in
         the projections have yet to be executed, including the royalty
contract projected to become
         Royalty's highest-earning, ETI - Clean Energy.
Liquidity and Capital Resources, page 113

13.      We not your response to comment 20. Please revise to describe and
analyze material cash
         requirements and sources of cash from known contractual and other
arrangements, such as
         investments, convertible notes, or sales of equity. As a non-exclusive
example only, we
 Mark C. Jensen
FirstName  LastNameMark C. Jensen
American Acquisition Opportunity Inc.
Comapany
May        NameAmerican Acquisition Opportunity Inc.
     22, 2023
May 22,
Page 4 2023 Page 4
FirstName LastName
         note Royalty's issuance of common shares for the purchase of
membership interest.
         Please also revise to quantify the total amount outstanding under
Royalty's convertible
         notes.
Report of Independent Registered Public Accounting Firm, page F-2

14.      We note that the audit report does not cover the balance sheet as of
12-31-21 or the related
         financial statements for the period 1-20-21 (inception) to 12-31-21.
In an amended filing,
         please include a revised audit report from your auditor which
addresses these financial
         statement periods.
Report of Independent Registered Public Accounting Firm, page F-23

15.      We note the audit report includes an explanatory paragraph for a going
concern issue and
         references discussion about this issue at Note 2 to the financial
statements. We have not
         located the referenced disclosure in the notes to your financial
statements. Please advise.
Condensed Consolidated Statement of Cash Flows , page F-27

16.      We note your adjustment labeled issuance of commons shares for
purchase of
         membership interest of $9.5M. Please tell us what this adjustment
represents and how
         you determined the adjustment was appropriate to add back to cash flow
from operations.
Note 3 - Investments In Corporations and LLCs, page F-31

17.      We note an investment in your table for Maxpro Investment Holdings of
$9.5 million as
         of 12-31-22. Please tell us how you account for the underlying
holdings in 95 million
         Class A common stock of Ferrox Holdings Ltd. (Ferrox). Your response
should include a
         discussion of your accounting and impairment policies. Additionally,
please tell us your
         pecentage of ownership interest in Ferrox as of 12-31-22.
Note 6 - Intangible Assets, page F-33

18.      We note your response to comment 25 and that it was determined that
due to lack of
         market investment of the token that the entire investment caries a
value of $0 and was
         adjusted accordingly. We further note an impairment charge of $2M on
your income
         statement for the year ended December 31, 2022. Please clarify where
this impairment
         charge has been reflected on your statement of cash flows for the year
ended December
         31, 2022.
19.      We note your response to comment 27 and reissue the prior comment as
we are looking
         for a significantly more fulsome response. For each indefinite-lived
intangible asset listed
         in your chart on page 33, help us to better understand the nature of
each intangible asset
         and share with us in sufficient detail those factors or considerations
that are a part of your
         analysis that led you to conclude that there are no legal, regulatory,
contractual,
         competitive or economic factors that limit the useful life of each
asset to Royalty. Further,
         we note your prior response appears to indicate that cash flows to be
received in the future
 Mark C. Jensen
American Acquisition Opportunity Inc.
May 22, 2023
Page 5
      were not a consideration in whether or not the intangible assets were
deemed to be
      indefinite-lived. Clarify that point further and refer to Section
350-30-35 of the
      Accounting Standards Codification.
Exhibits

20.   We note your response to comment 28. Please revise to include an active
link to Exhibit
      10.17, as required by Item 601(a)(2) of Regulation S-K.
21.   Please revise the consent filed as Exhibit 23.1 to confirm whether BF
Borgers CPA PC
      consents to the incorporation of their report dated May 2, 2023, relating
to the financial
      statements of Royalty Management Corporation.
        You may contact Howard Efron at 202-551-3439 or Shannon Menjivar at
202-551-3856
if you have questions regarding comments on the financial statements and
related matters.
Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544
with any other
questions.



                                                            Sincerely,
FirstName LastNameMark C. Jensen
                                                            Division of
Corporation Finance
Comapany NameAmerican Acquisition Opportunity Inc.
                                                            Office of Real
Estate & Construction
May 22, 2023 Page 5
cc:       Joan S. Guilfoyle, Esq.
FirstName LastName