The registration statement on Form S-4 did not include a concurrent financing and was not required by the merger target, Royalty Management Corporation, as part of the transaction
Royalty Management Corporation shareholders did not require any proceeds to be paid at closing allowing all remaining trust capital to be used to fuel growth
FISHERS, INDIANA / ACCESSWIRE / December 16, 2022 / American Acquisition Opportunity Inc. (NASDAQ:AMAO) (the "Company") announced today the filing of its registration statement on Form S-4 (the "Registration Statement"), with the U.S. Securities and Exchange Commission (SEC) in connection with its proposed business combination with Royalty Management Corporation (RMC), a sustainably-driven, cash flow-oriented, royalty investment and development company. The transaction is intended to be a streamlined merger structure whereby RMC does not require any capital to remain in trust or a concurrent financing.
The Registration Statement contains a preliminary proxy statement and prospectus, in connection with its previously announced proposed business combination with RMC. While the Registration Statement has not yet become effective and the information contained therein is subject to change, it provides important information about RMC and the proposed business combination with American Acquisition Opportunity Inc.
Mark Jensen, Chairman and Chief Executive Officer of American Acquisition Opportunity Inc, commented, "We believe we have put American Acquisition in its best position to navigate a very challenged SPAC market in a way that protects our sponsor investors, shareholders and provides an attractive public presence for Royalty Management Corporation. During the course of the SPAC process, we reviewed over 50 targets and became close to closing on four targets, but ultimately each one required a complicated capital structure, and in the current market for SPACs would have been challenging to get completed. Royalty Management Corporation is a growth company focusing on existing and new age royalty and equity structures that brings its own balance sheet and asset base to the table and has a desire to be public to grow in an accretive method. Today we are thankful to get the merger registration statement filed and chart a path of growth and value creation for all those involved in the combined entity."
The business combination values RMC at an implied $111 million pro forma enterprise value, at a price of $10.00 per share, assuming no redemptions by AMAO shareholders. The transaction will result in gross proceeds of approximately $7.5 million to RMC (assuming no redemptions by AMAO stockholders and prior to the payment of transaction expenses).
American Acquisition Opportunity's common stock is currently traded on the NASDAQ under the symbol "AMAO". In connection with the closing of the transaction, American Acquisition Opportunity intends to change its name to Royalty Management Corporation and to remain listed on the NASDAQ exchange under the new symbol "RMCO". The closing of the transaction is subject to customary closing conditions including SEC and Nasdaq review and the approval of shareholders from both entities.
A link to the filing is available under the "SEC Filings" section of the Company's website at https://www.americanopportunityinc.com. The filing can also be viewed on the SEC's website at www.sec.gov.
About Royalty Management Corporation
Royalty Management Corporation is a royalty company building shareholder value to benefit both its shareholders and communities by acquiring and developing high value assets in a sustainable market environment. The model is to acquire and structure cashflow streams around assets that can support the communities by monetizing the current existing cash flow streams while identifying transitionary cash flow from the assets for the future.
About American Acquisition Opportunity Inc.
American Acquisition Opportunity Inc. is a special purpose acquisition company formed for the purpose of effecting a merger, stock purchase or similar business combination with one or more businesses. While the Company is able to evaluate opportunities in many sectors, it intends to focus its search on land and resource holding companies. The Company's units, common stock and warrants are listed on the Nasdaq Capital Market.
This press release contains statements that constitute "forward-looking statements," including with respect to the initial public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those that will be set forth in the "Risk Factors" section of the Company's registration statement and proxy statement/prospectus to be filed with the SEC. Copies will be available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Important Information for Investors and Stockholders
This document relates to a proposed transaction between the Company and RMC. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor will there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Company intends to file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus and proxy statement of the Company, referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all of the Company's stockholders. The Company also will file other documents regarding the proposed transaction with the SEC. Before making any voting decision, investors and security holders of the Company are urged to read the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed transaction as they become available because they will contain important information about the proposed transaction.
Investors and security holders will be able to obtain free copies of the registration statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
The Company and RMC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the proposed transaction. A list of the names of the directors and executive officers of the Company and RMC and information regarding their interests in the proposed transaction will be contained in the proxy statement/prospectus when available. You may obtain free copies of these documents as described in the preceding paragraph.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor will there be any sale of any securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such other jurisdiction.
Kirk P. Taylor, CPA
President & Chief Financial Officer
SOURCE: American Acquisition Opportunity Inc.
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