8-K 1 amao_8k.htm CURRENT REPORT amao_8k
 

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)
 
Delaware
 
001-40233
 
86-1599759
(State or other jurisdiction of incorporation) 
 
(Commission File Number) 
 
(I.R.S. Employer Identification No.) 
 
12115 Visionary Way
Fishers, Indiana
 
46038
(Address of Principal Executive Offices) 
 
(Zip Code) 
 
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:
 
 ☐
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 Common Stock and one-half of one Redeemable Warrant
 
AMAOU
 
The Nasdaq Capital Market LLC
Common Stock, par value $0.0001 per share
 
AMAO
 
The Nasdaq Capital Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
 
AMAOW
 
The Nasdaq Capital Market LLC
 
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.
 
Exhibit No.
 
Description
 
 
 
 
Pro Forma Balance Sheet as of March 22, 2021
 
 
 
 
 
 
 
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: April 6, 2021
 AMERICAN ACQUISITION OPPORTUNITY INC.
 
 
 
 
 
 
 
 
 
 
 By:_/s/ Mark C. Jensen_________________
 
 Name: Mark C. Jensen
 
 Title: Chief Executive Officer