SEC Form S-1/A filed by American Acquisition Opportunity Inc. (Amendment)

As filed with the Securities and Exchange Commission on February 6, 2024

Registration No. 333-275528

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

 AMENDMENT NO. 1

TO 

FORM S-1/A

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________________________

____________________________

12115 Visionary Way, Suite 174

Fishers, Indiana 46038

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

____________________________

Thomas M. Sauve

Chief Executive Officer

12115 Visionary Way, Suite 174

Fishers, Indiana 46038

Telephone: (317) 855-9926

(Name, address, including zip code, and telephone number, including area code, of agent for service)

____________________________

Copies to:

_________________

Mitchell S. Nussbaum Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

(212) 407-4000

____________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated February 6, 2024

Royalty Management Holding Corporation

2,996,500 Shares of Class A Common Stock

3,901,201 Warrants to Purchase Shares of Class A Common Stock

9,148,963 Shares of Class A Common Stock Underlying Warrants

This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of (A) up to 2,996,500 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), consisting of (i) 2,646,500 shares of Class A Common Stock (the “Founder Shares”) issued in connection with the consummation of the Business Combination (as defined below), in exchange for 2,646,500 shares of Class B Common Stock of American Acquisition Opportunity Inc. (“AMAO”) originally issued in a private placement to American Opportunity Ventures, LLC (the “Sponsor”) and certain other holders of AMAO’s Founders Shares for an aggregate purchase price of $25,000, or approximately $0.009 per share; and (ii) 350,000 shares of Class A Common Stock (the “Deferred Fee Shares”) issued to EF Hutton’s designees in lieu of the cash deferred fee owed to them from AMAO’s initial public offering at a per share value of $10.00 per share; and (B) up to 3,901,201 warrants (the “private placement warrants”) originally issued in a private placement to the Sponsor at a per warrant price of $1.00 per warrant. In addition, this prospectus relates to the offer and sale of up to 5,246,962 shares of Class A Common Stock that are issuable by us upon the exercise of 5,247,762 warrants (the “public warrants”) and up to 3,901,201 shares of Class A Common Stock issuable upon the exercise of the private placement warrants. The per warrant exercise price is $11.50.

On October 31, 2023, we consummated the business combination, (“the Business Combination”), contemplated by the Agreement and Plan of Merger, dated June 28, 2022, as amended, with Royalty Merger Sub (“Merger Sub”), a wholly-owned subsidiary of AMAO, and Royalty Management Corporation (“Legacy Royalty”), (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Royalty, with Legacy Royalty surviving the merger as a wholly owned subsidiary of AMAO (the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), we changed our name to Royalty Management Holding Corporation.

We will not receive any proceeds from the sale of the shares by the Selling Securityholders. We will receive the proceeds from any exercise of the warrants for cash. We may receive up to an aggregate of approximately $105.2 million from the cash exercise of the warrants. The exercise price of each of our warrants is $11.50 per warrant. However, the last reported sales price of our Class A Common Stock on January 26, 2024 was $1.509. The likelihood that holders of warrants will exercise their warrants, and therefore, any amount of cash proceeds that we may receive is dependent upon the trading price of our Class A Common Stock. If the trading price of our Class A Common Stock continues to be less than $11.50 per share, we do not expect holders to exercise their warrants. Any proceeds from the exercise of such securities would increase our liquidity, but we are not currently budgeting for any cash proceeds from the exercise of warrants when planning for our operational funding needs. As described in this prospectus, we expect we may need additional capital to support our operations; however, sales of our securities in the public market by the registered holders could depress the market price of our Class A Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Common Stock and warrants. For further information regarding our operational funding needs, see the section of this prospectus titled “Risk Factors -The significant number of shares of Class A Common Stock that may be resold pursuant to this registration statement may negatively impact our stock price and make it more difficult or more expensive to raise additional equity capital.

We will bear all costs, expenses and fees in connection with the registration of the shares of Class A Common Stock. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sales of the shares of Class A Common Stock.

Our Class A Common Stock is listed on The Nasdaq Stock Market, or NASDAQ, under the symbol “RMCO” and our warrants are listed on the NASDAQ under the symbol “RMCOW.” The exercise price of each of our outstanding warrants is $11.50 per share. On January 26, 2024, the closing sale price of our Class A Common Stock as reported on the NASDAQ was $1.509, and the closing sale price of our warrants as reported on the NASDAQ was $0.0222.

We are an “emerging growth company” under applicable Securities and Exchange Commission rules and, as such, have elected to comply with certain reduced public company disclosure requirements for this prospectus and future filings. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Emerging Growth Company Status.”

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 10 of this prospectus, and under similar headings in any amendment or supplements to this prospectus.

Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is ____________ ____, 2024.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using a “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell or otherwise distribute the securities offered by them as described in the section titled “Plan of Distribution” in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of common stock issuable upon the exercise of any public or private warrants. We will receive proceeds from any exercise of the public or private warrants for cash. 

We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to these offerings. The prospectus supplement or post-effective amendment may also add, update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information in this prospectus and the applicable prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment, as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and any applicable prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.”

Neither we nor the selling stockholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have referred you. Neither we nor the selling stockholders take responsibility for and can provide no assurance as to the reliability of any other information that others may give you. Neither we nor the selling stockholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus, any post-effective amendment and any applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover. Our business, financial condition, results of operations and prospects may have changed since those dates.

As used in this prospectus, unless otherwise indicated or the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “Registrant,” and “Royalty Management” refer to the consolidated operations of Royalty Management Holding Corporation, formerly known as American Acquisition Opportunity, Inc., and its subsidiaries. References to “AMAO” refer to the Company prior to the consummation of the Business Combination and references to “Royalty Management Corporation” refer to Royalty Management Corporation prior to the consummation of the Business Combination.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995 (the “PSLRA”), including, among other things, statement regarding the plans, strategies and prospects, both business and financial, of the Company. These statements are based on the beliefs and assumptions of the management of the Company. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “intend” “may,” “might,” “plan,” “possible,” “potential,” “project,” “scheduled,” “seek,” “should,” “will” or similar expressions, but the absence of these words does not mean that a statement is not forward-looking. There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the Company’s ability to:

Forward-looking statements are not guarantees of performance. You should not put undue reliance on these statements, which speak only as of the date hereof. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur, and actual results could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances, or otherwise.

You should read this prospectus completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

PROSPECTUS SUMMARY

This summary highlights selected information appearing elsewhere in this prospectus or the documents incorporated by reference herein. Because it is a summary, it may not contain all of the information that may be important to you. To understand this offering fully, you should read this entire prospectus, the registration statement of which this prospectus is a part and the documents incorporated by reference herein carefully, including the information set forth under the heading “Risk Factors” and our financial statements.

Overview of the Company

Royalty Management Holding Corporation is focused on investing or purchasing assets that have current or near-term income to provide the company with accretive cash flow from which it can reinvest in new assets or expand cash flow from existing assets. These assets typically are natural resources assets (including real estate), patents, and intellectual property, and emerging technologies.

Royalty has a diversified business plan dedicated both to near term cash flow as well as long term growth. Additionally, Royalty identifies and invests in undervalued assets which are either under-utilized, undeveloped or at an inflection point in their life cycle. Royalty’s business plan is focused on assets and revenue streams that are divided into 3 groups:

Resources and Land Assets – Royalty has 3 resource and land assets in operation:

FUB Mineral – Royalty stream is 2.3% of gross sales price from PCI carbon operation in Perry County Kentucky. The royalty agreement carries a 10 year term, which then automatically extends yearly thereafter until all leased coal has been mined. 

Ferrox Holdings – Investment in convertible note of operating Titanium and Pig Iron mine in Limpopo South Africa. The principal of the investment totaled $250,000 and carries a 7% interest rate with a maturity date of August 31, 2023. 

Sycamore Holdings – Land rental income totaling a fixed $2,500 per month from a carbon processing operation located in Pike County Kentucky.

Royalty plans to acquire assets and rights for critical element and rare earth element, metallurgical carbon, traditional resource deposits and land resources that are or can be proven out and monetized for long term cash flow stream.

Sustainable Assets – Sustainable revenue streams utilizing land and methods traditionally focused only on legacy ways of monetizing land and assets, such as targeting water, regenerative agriculture, sustainable timber and sustainable building solutions through long term financial structures.

Royalty had no operational agreements under this category.

IP & Digital Assets – Royalty acquires the rights to intellectual property and purchases and/or funds the development of intellectual property development to achieve long term technology value from creating revenue streams.

The Business Combination and Related Transactions

On October 31, 2023, we consummated the business combination, or the Business Combination, contemplated by the Agreement and Plan of Merger, dated June 28, 2022, as amended, with Royalty Merger Sub (“Merger Sub”), a wholly-owned subsidiary of AMAO, and Royalty Management Corporation (“Legacy Royalty”), (as amended, the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub was merged with and into Legacy Royalty, with Legacy Royalty surviving the merger as a wholly owned subsidiary of AMAO (the “Business Combination”). Upon the closing of the Business Combination (the “Closing”), we changed our name to Royalty Management Holding Corporation.

Summary Risk Factors

Investments in our securities involve substantial risk. The occurrence of one or more of the events or circumstances described in the section of this prospectus entitled “Risk Factors,” alone or in combination with other events or circumstances, may have a material adverse effect on our business, cash flows, financial condition and results of operations. Important factors and risks that could cause actual results to differ materially from those in the forward-looking statements include, among others, the following:

Emerging Growth Company

As a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). An “emerging growth company” may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the completion of the initial public offering of our securities. However, if (i) our annual gross revenue exceeds $1.235 billion, (ii) we issue more than $1.0 billion of non-convertible debt in any three-year period or (iii) we become a “large accelerated filer” (as defined in Rule 12b-2 under the Exchange Act) prior to the end of such five-year period, we will cease to be an emerging growth company. We will be deemed to be a “large accelerated filer” at such time that we (a) have an aggregate worldwide market value of common equity securities held by non-affiliates of $700.0 million or more as of the last business day of our most recently completed second fiscal quarter, (b) have been required to file annual and quarterly reports under the Exchange Act, for a period of at least 12 months and (c) have filed at least one annual report pursuant to the Exchange Act.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period to comply with new or revised accounting standards. We have elected to use the extended transition period to comply with new or revised accounting standards. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

Exercise of Warrants

The exercise price of our Warrants is $11.50 per share of Class A Common Stock. We believe the likelihood that Warrant holders will exercise their Warrants, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Class A Common Stock. If the trading price of our Class A Common Stock is less than $11.50 per share, we believe holders of our Warrants are unlikely to exercise their Warrants. Conversely, the Warrant holders are more likely to exercise their Warrants the higher the price of our Class A Common Stock is above $11.50 per share. The closing price of our Class A Common Stock on the Nasdaq on January 26 , 2024 was $1.509, which is below the $11.50 exercise price of the Warrants. It is unlikely that the Warrants will be exercised until the market price exceeds the exercise price. The Warrants are exercisable on a cashless basis under certain circumstances specified in the Warrant Agreement. To the extent that any Warrants are exercised on a cashless basis, the aggregate amount of cash we would receive from the exercise of the Warrants will decrease.

Corporate Information

We were incorporated in Delaware on January 20, 2021 under the name American Acquisition Opportunity, Inc., in order to effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. AMAO completed its initial public offering on March 22, 2021. On October 31, 2023, AMAO and RMC consummated the transactions contemplated by the Business Combination Agreement. On the Closing Date, AMAO changed its name to Royalty Management Holding Corporation.

The mailing address of our principal executive office is 12115 Visionary Way, Suite 174, Fishers Indiana 46038, and our telephone number is (317) 855-9926.

THE OFFERING

RISK FACTORS

Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus or any prospectus supplement are not the only risks and uncertainties that we face. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business, prospects, financial condition or operating results. The following discussion should be read in conjunction with our financial statements and the financial statements of the Company and notes to the financial statements included herein.

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refers to the Company and its subsidiaries

.

Risks Related to Royalty

Royalty has a relatively short operating history, which makes it difficult to evaluate its business and future prospects.

Royalty has a relatively short operating history, which makes it difficult to evaluate Royalty’s business and future prospects. Royalty has been in existence only since 2021 and all of Royalty’s revenue growth has occurred during 2022. Royalty has encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly changing industries, including those related to:

If Royalty does not manage these risks successfully, its business and financial performance will be adversely affected.

Management has determined that there are factors that raise substantial doubt about our ability to continue as a going concern.

The accompanying consolidated financial statements of Royalty have been prepared in conformity with accounting principles generally accepted in the United States of America, assuming we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Royalty did not realize a profit in either of 2021 or 2022. At December 31, 2022, we had an accumulated deficit of approximately $2,717,124 and positive working capital of approximately $12,000. These factors raise substantial doubt about its ability to continue as a going concern within one year from the date of this proxy statement/prospectus. Royalty’s ability to continue as a going concern is dependent on its ability to raise the required additional capital or debt financing to meet short and long-term operating requirements. Royalty may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result in a requirement for additional cash. As it continues to raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of its current stockholders could be reduced, and such securities might have rights, preferences, or privileges senior to Royalty Class A Common Stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available to us or are not available on acceptable terms, Royalty may not be able to take advantage of prospective business endeavors or opportunities, which could significantly and materially restrict its operations. If Royalty is unable to obtain the necessary capital, it may have to cease operations.

Royalty has limited capital resources and will need to raise additional capital. Such funding, if obtained, could result in substantial dilution or significant debt service obligations. Royalty may not be able to obtain additional capital on commercially reasonable terms in a timely manner, which could adversely affect its liquidity, financial position, and ability to continue operations.

As a new company founded during 2021, Royalty will likely need to continue to raise capital in order to grow. In connection with the Business Combination, a total of 253,807 shares of American Acquisition Opportunity’s Class A Common Stock were redeemed which resulted in only $986,617 in proceeds prior to expenses being released to Royalty at the Closing. Its ability to raise additional funds will depend on financial, economic and other factors, many of which are beyond its control. Royalty cannot be certain that additional funding will be available on acceptable terms, or at all. Royalty has limited committed sources of additional capital and if it is unable to raise additional capital in sufficient amounts or on terms acceptable to it, it may have to significantly delay, scale back or discontinue its intended growth.

The significant number of shares of Class A Common Stock that may be resold pursuant to this registration statement may negatively impact our stock price and make it more difficult or more expensive to raise additional equity capital.

If Royalty was to seek additional equity financing, the significant number of shares that can be resold in the public market may have a negative impact on the stock price. Consequently, any further capital raise might not be available to us, or may only be available on terms that would result in significant dilution of its stockholders’ interests.

During the period from June 21, 2021 (Inception) through December 31, 2021 Royalty had no revenue. For the year ended December 31, 2022, approximately 100% of Royalty’s revenue came from 3 sources. In the event of any material decrease in revenue from one of these customers, or if Royalty is unable to replace the revenue through other customers, its financial condition and results from operations could be materially and adversely affected.

As of December 31, 2021, Royalty had yet to generate revenue.

For the year ended December 31, 2022 and the nine months ended September 30, 2023, Royalty’s revenue is comprised of the performance of environmental services and royalty and lease revenue governed by three underlying royalty/lease contracts consisting of (i) the Carnegie Override/Carnegie 2 Royalty, (ii) Real Estate and (iii) Data Hosting and Services. Royalty also receives income from investments in LLCs including Fub Mineral LLC and Ferox LLC which is accounted for as Other Income..

All the revenue-generating activity is undertaken in eastern Kentucky, central Indiana and Limpopo, South Africa. The loss of any one of these revenue streams would have a significant adverse effect on Royalty. 

Dependence on third-party operators

Royalty is not and will not be directly involved in the exploration, development and production of minerals from, or the continued operation of, the mineral projects underlying the royalties or streams that are or may be held by it. The exploration, development and operation of such properties is determined and carried out by third-party owners and operators thereof and any revenue that may be derived from the Royalty’s asset portfolio will be based on production by such owners and operators. Third-party owners and operators will generally have the power to determine the manner in which the properties are exploited, including decisions regarding feasibility, exploration and development of such properties or decisions to commence, continue or reduce, or suspend or discontinue production from a property. The interests of third-party owners and operators and those of Royalty may not always be aligned. As an example, it will usually be in the interest of Royalty to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while third-party owners and operators may take a more cautious approach to development, as they are exposed to risk on the cost of exploration, development and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and emphasize production from, projects or areas of a project that are not subject to royalties, streams or similar interests that are or may be held by Royalty. The inability of Royalty to control or influence the exploration, development or operations for the properties in which it holds or may hold royalties or streams may have a material adverse effect on Royalty’s business, results of operations and financial condition.

Royalty may not be entitled to any compensation if the properties in which it holds or may hold royalties or streams discontinue exploration, development or operations on a temporary or permanent basis. The owners or operators of the projects in which the Company holds an interest may, from time to time, announce transactions, including the sale or transfer of the projects or of the operator itself, over which the Company has little or no control. If such transactions are completed, it may result in a new operator, which may or may not explore, develop or operate the project in a similar manner to the current operator, which may have a material adverse effect on the Company’s business, results of operations and financial condition. The effect of any such transaction on the Company may be difficult or impossible to predict.

To the extent that they relate to the exploration, development and production of minerals from, or the continued operation of, the properties in which Royalty holds or may hold royalties, streams or similar interests, Royalty will be subject to the risk factors applicable to the owners and operators of such mines or projects.

Mineral exploration, development and production generally involves a high degree of risk. Such operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of metals, including weather related events, unusual and unexpected geology formations, seismic activity, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved in the drilling, blasting and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in exploration, development and production, increased production costs and possible legal liability. Any of these hazards and risks and other acts of God could shut down such activities temporarily or permanently. Mineral exploration, development and production is subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability for the owners or operators thereof. The exploration for, and development, mining and processing of, mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate.

Royalty currently has royalty interests in various exploration-stage projects. While the discovery of mineral deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that exploration or development programs planned by the owners or operators of the properties underlying royalties or streams that are or may be held by it will result in profitable commercial mining operations. Whether a mineral deposit will be commercially viable depends on a number of factors, including cash costs associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in one or more of the properties underlying Royalty’s current or future interests not receiving an adequate return on invested capital. Accordingly, there can be no assurance the properties underlying its interests will be brought into a state of commercial production.

Risks related to mineral reserves and resources

The mineral reserves and resources on properties underlying the royalties, streams or similar interests that may or will be held by Royalty are estimates only, and no assurance can be given that the estimated reserves and resources are accurate or that the indicated level of minerals will be produced. Such estimates are, in large part, based on interpretations of geological data obtained from drill holes and other sampling techniques. Actual mineralization or formations may be different from those predicted by the owners or operators of the properties. Further, it may take many years from the initial phase of drilling before production is possible and, during that time, the economic feasibility of exploiting a discovery may change. Market price fluctuations of commodities, as well as increased production and capital costs or reduced recovery rates, may render the proven and probable reserves on properties underlying the royalties, streams or similar interests that are or may be held by Royalty unprofitable to develop at a particular site or sites for periods of time or may render reserves containing relatively lower grade mineralization uneconomic. Moreover, short-term operating factors relating to the reserves, such as the need for the orderly development of ore bodies or the processing of new or different ore grades, may cause reserves to be reduced or not extracted. Estimated reserves may have to be recalculated based on actual production experience. The economic viability of a mineral deposit may also be impacted by other attributes of a particular deposit, such as size, grade and proximity to infrastructure; by governmental regulations and policy relating to price, taxes, royalties, land tenure, land use permitting, the import and export of minerals and environmental protection; and by political and economic stability.

Resource estimates in particular must be considered with caution. Resource estimates for properties that have not commenced production are based, in many instances, on limited and widely spaced drill holes or other limited information, which is not necessarily indicative of the conditions between and around drill holes. Such resource estimates may require revision as more drilling or other exploration information becomes available or as actual production experience is gained. Further, resources may not have demonstrated economic viability and may never be extracted by the operator of a property. It should not be assumed that any part or all of the mineral resources on properties underlying the royalties, streams or similar interests that are or may be held by Royalty constitute or will be converted into reserves. Any of the foregoing factors may require operators to reduce their reserves and resources, which may have a material adverse effect on Royalty’s business, results of operations and financial condition.

Royalty’s operations may be impaired if its information technology systems fail to perform adequately or if Royalty is the subject of a data breach or cyber-attack.

Royalty relies on information technology systems in order to conduct business, including communicating with employees and Royalty’s key commercial customers and vendors. While Royalty has taken steps to ensure the security of Royalty’s information technology systems, Royalty’s systems may nevertheless be vulnerable to computer viruses, security breaches and other disruptions from unauthorized users. If Royalty’s information technology systems are damaged or cease to function properly for an extended period of time, whether as a result of a significant cyber incident or otherwise, Royalty’s ability to communicate internally as well as with Royalty’s customers could be significantly impaired, which may adversely impact Royalty’s business.

Additionally, in the normal course of Royalty’s business, Royalty collects, stores and transmits proprietary and confidential information regarding it customers, employees, suppliers and others, including personally identifiable information. An operational failure or breach of security from increasingly sophisticated cyber threats could lead to loss, misuse or unauthorized disclosure of this information about Royalty’s employees or customers, which may result in regulatory or other legal proceedings, and have a material adverse effect on Royalty’s business and reputation. Royalty also may not have the resources or technical sophistication to anticipate or prevent rapidly-evolving types of cyber-attacks. Any such attacks or precautionary measures taken to prevent anticipated attacks may result in increasing costs, including costs for additional technologies, training and third party consultants. The losses incurred from a breach of data security and operational failures as well as the precautionary measures required to address this evolving risk may adversely impact Royalty’s financial condition, results of operations and cash flows.

The growth and success of Royalty’s business depends on the continued contributions of Royalty’s executive management, as well as Royalty’s ability to attract and retain qualified personnel.

Royalty’s growth and success is dependent upon the continued contributions made by executive management team. Royalty relies on its management team when to develop new royalty revenue streams. If Royalty’s management cannot serve Royalty or is no longer willing to do so, Royalty may not be able to find alternatives in a timely manner or at all. This may have a material adverse effect on Royalty’s business. In addition, Royalty’s growth and success will depend to a significant extent on Royalty’s ability to identify, attract, hire, train and retain qualified professional, creative, technical and managerial personnel. Competition for experience and qualified talent in the indoor agriculture marketplace can be intense. Royalty may not be successful in identifying, attracting, hiring, training and retaining such personnel in the future. If Royalty is unable to hire, assimilate and retain qualified personnel in the future, such inability could adversely affect Royalty’s operations.

Protecting and defending against future intellectual property claims may have a material adverse effect on Royalty’s future business plans.

Royalty’s future growth plans include acquiring and sponsoring intellectual property rights although it does not have any such rights at the current time.

If it obtains any such rights in the future, Royalty’s will need to ensure that such intellectual property is protected. Royalty will seek to protect any proprietary and intellectual property rights it may obtain in the future through patent applications and trademark laws, nondisclosure agreements. Enforcement of its intellectual property rights would be costly, and there can be no assurance that Royalty will have the resources to undertake all necessary action to protect its intellectual property rights or that Royalty will be successful. Any infringement of Royalty’s material intellectual property rights could require it to redirect resources to actions necessary to protect same and could distract management from its underlying business operations. An infringement of Royalty’s material intellectual property rights and resulting actions could adversely affect its operations.

Royalty cannot assure investors that it will obtain any intellectual property or similar rights. Further, Royalty cannot predict how long it would take to obtain the appropriate protection under patent and trademark laws. If a patent is obtained, it is possible that its competitors may design their products around its patented technologies. Further, Royalty cannot assure investors that other parties will not challenge any patents granted to Royalty, or that courts or regulatory agencies will hold its patents to be valid, enforceable, and/or infringed. Royalty cannot guarantee investors that Royalty will be successful in defending challenges made against its patents and patent applications. Any successful third-party challenge or challenges to its patents could result in the unenforceability or invalidity of such patents, or such patents being interpreted narrowly and/or in a manner adverse to its interests. Royalty’s ability to establish or maintain a technological or competitive advantage over its competitors and/or market entrants may be diminished because of these uncertainties. For these and other reasons, Royalty’s intellectual property may not provide Royalty with any competitive advantage. For example:

To the extent Royalty’s future intellectual property offers inadequate protection, or is found to be invalid or unenforceable, Royalty would be exposed to a greater risk of direct or indirect competition. If Royalty’s future intellectual property does not provide adequate coverage over Royalty’s competitors’ products, its competitive position could be adversely affected, as could its business.

Royalty’s success depends in part upon Royalty’s ability to protect its core leases and royalty streams.

Royalty’s success depends in part upon its ability to protect its core leases, royalty and potential future intellectual property. To establish and protect its proprietary rights, Royalty relies on a combination of trademark, copyright, patent, trade secret and unfair competition laws of the United States and other countries, as well as contract provisions, license agreements, confidentiality procedures, non-disclosure agreements with third parties, employee disclosure and invention assignment agreements, and other contractual rights, as well as procedures governing internet/domain name registrations. However, there can be no assurance that these measures will be successful in any given case. Royalty may be unable to prevent the misappropriation, infringement or violation of its intellectual property rights, breach of any contractual obligations to Royalty, or independent development of intellectual property that is similar to Royalty’s any of which could reduce or eliminate any competitive advantage Royalty has developed, adversely affecting Royalty’s revenues or otherwise harming Royalty’s business.

Royalty generally controls access to and use of its proprietary technology and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers, and partners, and Royalty’s software is protected by U.S. copyright laws.

Despite efforts to protect Royalty’s proprietary rights through intellectual property laws, licenses, and confidentiality agreements, unauthorized parties may still copy or otherwise obtain and use Royalty’s technology. Companies in the Internet, technology, and software industries frequently enter into litigation based on allegations of infringement, misappropriation, or violations of intellectual property rights or other laws. From time to time, Royalty may face allegations that Royalty have infringed the trademarks, copyrights, patents, trade secrets and other intellectual property rights of third parties, including competitors. If it became necessary for Royalty to resort to litigation to protect these rights, any proceedings could be burdensome, costly and divert the attention of Royalty’s personnel, and Royalty may not prevail. In addition, any repeal or weakening of laws or enforcement in the United States or internationally intended to protect intellectual property rights could make it more difficult for Royalty to adequately protect Royalty’s intellectual property rights, negatively impacting their value and increasing the cost of enforcing Royalty’s rights.

Royalty may need to enter into intellectual property license agreements in the future, and if Royalty is unable to obtain these licenses, its business could be harmed.

Royalty may need or may choose to obtain licenses and/or acquire intellectual property rights from third parties to advance its research or commercialization of Royalty’s current or future products. Royalty also cannot provide any assurances that third-party patents do not exist that might be enforced against Royalty’s current or future products in the absence of such a license or acquisition. Royalty may fail to obtain any of these licenses or intellectual property rights on commercially reasonable terms. Even if Royalty is able to obtain a license, it may be non-exclusive, thereby giving its competitors access to the same technologies licensed to Royalty. In that event, Royalty may be required to expend significant time and resources to develop or license replacement technology. If Royalty is unable to do so, it may be unable to develop or commercialize the affected products, which could materially harm its business and the third parties owning such intellectual property rights could seek either an injunction prohibiting its sales, or, with respect to its sales, an obligation on its part to pay royalties and/or other forms of compensation.

Others may assert intellectual property infringement claims against Royalty

Companies in the software and technology industries can own patents, copyrights, trademarks, and trade secrets, and frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. In addition, various “non-practicing entities” that own patents (colloquially known as “patent trolls”) often attempt to aggressively assert their rights to extract value from technology companies. It is possible that, from time to time, third parties may claim that Royalty’s products misappropriate or infringe their intellectual property rights. Irrespective of the validity or the successful assertion of any such claims, Royalty could incur significant costs and diversion of resources in defending against these claims, which could adversely affect Royalty’s operations. Royalty may receive unfavorable preliminary or interim rulings in the course of litigation, and there can be no assurances that favorable final outcomes will be obtained in all cases. Royalty may decide to settle such lawsuits and disputes on terms that are unfavorable to it. As a result, Royalty may also be required to develop alternative non-infringing technology or practices or discontinue the practices. The development of alternative non-infringing technology or practices could require significant effort and expense or may not be feasible. In addition, to the extent claims against Royalty is successful, Royalty may have to pay substantial money damages or discontinue, modify, or rename certain products or services that are found to be in violation of another party’s rights. Royalty may have to seek a license (if available on acceptable terms, or at all) to continue offering products and services, which may significantly increase its operating expenses.

Concentration of ownership in Royalty may prevent new investors from influencing significant corporate decisions.

Certain stockholders own a significant portion of the outstanding shares of Class A Common Stock. Specifically, through entities owned and controlled by the respective parties, our CEO owns 8.18% of the outstanding shares of Class A Common Stock, Kirk Taylor owns 9.95% of the outstanding shares of Class A Common Stock and Mark Jensen, the former CEO of AMAO owns 7.74% of Royalty’s outstanding shares of Class A Common Stock.

As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors, appointment and removal of officers, any amendment of the amended and restated certificate of incorporation (the “Charter”) and approval of mergers and other business combination transactions requiring stockholder approval, including proposed transactions that would result in the Royalty stockholders receiving a premium price for their shares and other significant corporate transactions. This control could have the effect of delaying or preventing a change of control or changes in management and will make the approval of certain transactions difficult or impossible without the support of these stockholders.

There can be no assurance that the Class A Common Stock and Warrants will be able to comply with the continued listing standards of Nasdaq.

If Royalty fails to satisfy the continued listing requirements for Nasdaq, we could face significant material adverse consequences, including:

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of our securities, may decline.

Fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Royalty’s securities. Accordingly, the valuation ascribed to Royalty may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for the our securities develops and continues, the trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a negative impact on your investment in Royalty’s securities and its securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Royalty’s securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include:

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of Royalty’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to us could depress our share price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of Royalty’s securities also could adversely affect our ability to issue additional securities and ability to obtain additional financing in the future.

Royalty will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that Royalty does not incur as a private company. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require us to carry out activities Royalty has not done previously. For example, we have created new board committees and adopted new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify a material weakness or significant deficiency in the internal control over financial reporting), we could incur additional costs to rectify those issues, and the existence of those issues could adversely affect our reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on our board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require Royalty to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

Our failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could negatively impact its business.

Royalty was not subject to Section 404 of the Sarbanes-Oxley Act prior to the Business Combination. However, we will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of Royalty as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that are now applicable. If we are not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, we may not be able to assess whether its internal controls over financial reporting are effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make Royalty’s securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.

We are as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we are eligible for and intend to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an emerging growth company, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of the Class A Common Stock that is held by non-affiliates equals or exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) December 31, 2026 which is the last day of the fiscal year following the fifth anniversary of the date of the first sale of American Acquisition Opportunity Class A Common Stock. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as Royalty is an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, Royalty may not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies. Investors may find the Class A Common Stock less attractive because we will rely on these exemptions, which may result in a less active trading market for the our Class A Common Stock and its price may be more volatile.

Royalty’s management has limited experience in operating a public company.

Royalty’s executive officers have limited experience in the management of a publicly traded company. Royalty’s management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of the company. Royalty may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the United States may require costs greater than expected. It is possible that we will be required to expand its employee base and hire additional employees to support its operations as a public company which will increase our operating costs in future periods.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about Royalty, our business, or our market, or if they change their recommendations regarding our securities adversely, the price and trading volume of our securities could decline.

The trading market for Royalty’s securities will be influenced by the research and reports that industry or securities analysts may publish about us, our business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on Royalty. If no securities or industry analysts commence coverage of Royalty, our share price and trading volume would likely be negatively impacted. If any of the analysts who may cover Royalty change their recommendation regarding Class A Common Stock adversely, or provide more favorable relative recommendations about its competitors, the price of our shares of Class A Common Stock would likely decline. If any analyst who may cover us were to cease coverage or fail to regularly publish reports on it, Royalty could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

Because we have no current plans to pay cash dividends on the Class A Common Stock for the foreseeable future, you may not receive any return on investment unless you sell the Class A Common Stock for a price greater than that which you paid for it.

Royalty may retain future earnings, if any, for future operations, expansion and debt repayment and has no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the our board of directors may deem relevant. In addition, Royalty’s ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness it or its subsidiaries incur. As a result, you may not receive any return on an investment in the Class A Common Stock unless you sell your shares of Class A Common Stock for a price greater than that which you paid for it.

We may issue additional shares of Class A Common Stock or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of Class A Common Stock.

Royalty has warrants outstanding to purchase an aggregate of 9,148,963 shares of Class A Common Stock. Royalty may also issue additional shares of Class A Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

The issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

Anti-takeover provisions in our Charter and under Delaware law could make an acquisition of Royalty, which may be beneficial to its stockholders, more difficult and may prevent attempts by its stockholders to replace or remove Royalty’s then current management.

Our Charter contains provisions that may delay or prevent an acquisition of the us or a change in our management. These provisions may make it more difficult for stockholders to replace or remove members of the board of directors. Because the board of directors is responsible for appointing the members of the management team, these provisions could in turn frustrate or prevent any attempt by its stockholders to replace or remove our current management. In addition, these provisions could limit the price that investors might be willing to pay in the future for shares of Class A Common Stock. Among other things, these provisions include:

Moreover, because Royalty is incorporated in Delaware, it is governed by the provisions of Section 203 of the DGCL, which prohibits a person who owns 15% or more of its outstanding voting stock from merging or combining with the Royalty for a period of three years after the date of the transaction in which the person acquired 15% or more of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. This could discourage, delay or prevent a third party from acquiring or merging with us, whether or not it is desired by, or beneficial to, its stockholders. This could also have the effect of discouraging others from making tender offers for the Class A Common Stock, including transactions that may be in its stockholders’ best interests. Finally, these provisions establish advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at stockholder meetings. These provisions would apply even if the offer may be considered beneficial by some stockholders. For more information, see the section titled “Description of American Acquisition Opportunity’s Securities — Certain Anti-Takeover Provisions of Delaware Law.”

Risks Related to Our Business Operations

We may encounter difficulties in managing our growth, which could disrupt our operations.

We expect to experience continued substantial growth in our business. Over the next several years, we expect to significantly increase the scope of our operations, particularly in the areas of manufacturing, sales and support, research and development, product development, regulatory affairs, marketing and other functional areas, including finance, accounting, quality control, and legal, especially as we transition to operating as a U.S. public company. To manage our anticipated future growth, we must continue to implement and improve our managerial, operational quality and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Due to our limited financial resources, we may not be able to manage the expansion of our operations or recruit and train additional qualified personnel in an effective manner. In addition, the physical expansion of our operations may lead to significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations.

Risks Relating to the Ownership of Our Securities

The price of Class A Common Stock and Warrants may be volatile.

Fluctuations in the price of the Company’s securities could contribute to the loss of all or part of your investment. The valuation ascribed to the Company in the Business Combination may not be indicative of the price that will prevail in the trading market. If an active market for our securities develops and continues, the trading price of the Company’s securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and the Company’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of the Company’s securities may include:

Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and Nasdaq specifically, have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which it was acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Sales of a substantial number of our securities in the public market by the selling stockholders and/or by our existing stockholders could cause the price of our shares of Class A Common Stock and Warrants to fall.

Approximately ___% of our issued and outstanding Class A Common Stock as of January 29, 2024 is being registered for resale pursuant to the registration statement of which this prospectus forms a part. The selling stockholders can sell, under this prospectus, (i) up to 2,996,500 shares of Class A Common Stock, which consists of (a) up to 2,646,500 shares of Class A Common Stock that were originally issued to the Initial Holders in the form of founder shares prior to the AMAO IPO, and (b) 350,000 shares of Class A Common Stock that were issued to EF Hutton’s designees in lieu of the $3.5 million deferred underwriting fee due to EF Hutton from the IPO.

The sale of all or a portion of the securities being offered in this prospectus could result in a significant decline in the public trading price of our securities. Despite such a decline in the public trading price, some of the selling stockholders may still experience a positive rate of return on the securities they purchased due to the price at which such selling stockholder initially purchased the securities. See “Certain existing stockholders purchased, or may purchase, securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similar rate of return.” below.

Sales of a substantial number of our shares of Class A Common Stock and/or Warrants in the public market by the selling stockholders and/or by our other existing stockholders, or the perception that those sales might occur, could depress the market price of our shares of Class A Common Stock and Warrants and could impair our ability to raise capital through the sale of additional equity securities.

Changes in laws, regulations or rules, or a failure to comply with any laws, regulations or rules, may adversely affect our business, investments and results of operations.

The Company is subject to laws, regulations and rules enacted by national, regional and local governments and the Nasdaq. In particular, Company is required to comply with certain SEC, Nasdaq and other legal or regulatory requirements. Compliance with, and monitoring of, applicable laws, regulations and rules may be difficult, time consuming and costly. Those laws, regulations or rules and their interpretation and application may also change from time to time and those changes could have a material adverse effect on Company’s business, investments and results of operations. In addition, a failure to comply with applicable laws, regulations or rules, as interpreted and applied, could have a material adverse effect on Company’s business and results of operations.

If we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our Class A Common Stock may decline.

Effective internal controls over financial reporting are necessary for the Company to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement required new or improved controls, or difficulties encountered in their implementation could cause the Company to fail to meet its reporting obligations. In addition, any testing by the Company conducted in connection with Section 404 of the Sarbanes-Oxley Act (“Section 404”) or any subsequent testing by the Company’s independent registered public accounting firm, may reveal deficiencies in the Company’s internal controls over financial reporting that are deemed to be material weaknesses or that may require prospective or retroactive changes to the Company’s financial statements or identify other areas for further attention or improvement. Inferior internal controls could also cause investors to lose confidence in the Company’s reported financial information, which could have a negative effect on the trading price of the Company’s stock.

For as long as the Company is an emerging growth company, its independent registered public accounting firm will not be required to attest to the effectiveness of its internal controls over financial reporting pursuant to Section 404. An independent assessment of the effectiveness of the Company’s internal controls over financial reporting could detect problems that the Company’s management’s assessment might not detect. Undetected material weaknesses in the Company’s internal controls over financial reporting could lead to restatements of the Company’s consolidated financial statements and require the Company to incur the expense of remediation.

If the Company is not able to comply with the requirements of Section 404 in a timely manner or it is unable to maintain proper and effective internal controls over financial reporting may not be able to produce timely and accurate consolidated financial statements. As a result, the Company’s investors could lose confidence in its reported financial information, the market price of the Class A Common Stock could decline and the Company could be subject to sanctions or investigations by the SEC or other regulatory authorities.

The Company is a holding company and our only significant asset is our ownership interest in our subsidiaries and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on the Class A Common Stock or satisfy our other financial obligations, including taxes.

The Company is a holding company with no material assets other than its ownership of our subsidiaries. As a result, the Company has no independent means of generating revenue or cash flow. The Company’s ability to pay taxes and pay dividends will depend on the financial results and cash flows of our subsidiaries and the distributions we receive from our subsidiaries. Deterioration in the financial condition, earnings or cash flow of our subsidiaries for any reason could limit or impair our subsidiaries’ ability to pay such distributions. Additionally, to the extent that the Company needs funds and our subsidiaries are restricted from making such distributions under applicable law or regulation or under the terms of any financing arrangements, or our subsidiaries are otherwise unable to provide such funds, it could materially adversely affect the Company’s liquidity and financial condition.

Dividends on the Class A Common Stock, if any, will be paid at the discretion of the Board, which will consider, among other things, the Company’s business, operating results, financial condition, current and expected cash needs, plans for expansion and any legal or contractual limitations on its ability to pay such dividends. Financing arrangements may include restrictive covenants that restrict the Company’s ability to pay dividends or make other distributions to its stockholders. In addition, the Company is generally prohibited under Delaware law from making a distribution to stockholders to the extent that, at the time of the distribution, after giving effect to the distribution, liabilities of the Company (with certain exceptions) exceed the fair value of its assets. If our subsidiaries do not have sufficient funds to make distributions, the Company’s ability to declare and pay cash dividends may also be restricted or impaired.

Sales, or the perception of sales, of our Class A Common Stock, including those registered in this registration statement, by us or our existing stockholders in the public market could cause the market price for our Class A Common Stock to decline.

The sale of substantial amounts of shares of our Class A Common Stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our Class A Common Stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Upon the expiration or waiver of the lock-ups described above, shares held by certain of our stockholders will be eligible for resale, subject to, in the case of certain stockholders, volume, manner of sale and other limitations under Rule 144. As restrictions on resale end, the market price of shares of our Class A Common Stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of Class A Common Stock or other securities.

Certain existing stockholders purchased, or may purchase, securities in the Company at a price below the current trading price of such securities, and may experience a positive rate of return based on the current trading price. Future investors in the Company may not experience a similar rate of return.

Certain stockholders in the Company, including certain of the selling stockholders, acquired, or may acquire, shares of our Class A Common Stock or Warrants at prices below the current trading price of our Class A Common Stock, and may experience a positive rate of return based on the current trading price.

This prospectus relates to the offer and resale from time to time by the selling stockholders of (i) up to 2,996,500  shares of Class A Common Stock, constituting approximately ___% of our issued and outstanding shares of Class A Common Stock as of January 29, 2024, which consists of (a) up to 2,646,500 shares of Class A Common Stock that were originally issued to the Initial Holders in the form of founder shares prior to the AMAO IPO, and (b) 350,000  shares of Class A Common Stock that were issued to EF Hutton’s designees in connection with the Closing in lieu of the cash deferred underwriting fee due to it from the AMAO IPO and (ii) 3,901,201 warrants to purchase shares of Class A Common Stock.

For example, based on the closing price of our Class A Common Stock of $1.509 on January 26, 2024, the Initial Holders may experience potential profit of up to $1.50 per share of Class A Common Stock, or approximately $4.1 million in the aggregate, based on the Initial Holders’ initial purchase price of shares of Class A Common Stock in the form of founder shares prior to the AMAO IPO at a price of approximately $0.009 per share. The shares of Class A Common Stock issued in lieu of the deferred underwriting fee were valued at $10.00 per share which was the price at which the Class A Common Stock was initially sold in the IPO.

Public stockholders may not be able to experience the same positive rates of return on securities as they purchased shares at a significantly higher price than the price at which the Sponsor purchased shares of our Class A Common Stock. At the market price of the Class A Common Stock of $150.9 as of January 26, 2024, these holders would experience a loss if they sold their shares.

Warrants will become exercisable for Company Class A Common Stock, which would increase the number of shares eligible for resale in the public market and result in dilution to our stockholders.

Outstanding warrants to purchase an aggregate of 9,148,963 shares of Class A Common Stock will become exercisable in accordance with the terms of the Warrant Agreement governing those securities. Each warrant entitles the registered holder to purchase one share of Class A Common Stock at a price of $11.50 per full share, subject to adjustment as discussed below. Pursuant to the Warrant Agreement, a holder of Warrants may exercise its Warrants only for a whole number of shares. This means that only a whole warrant may be exercised at any given time by a holder of Warrants. To the extent such warrants are exercised, additional shares of the Class A Common Stock will be issued, which will result in dilution to the holders of the Class A Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of the Class A Common Stock.

The Warrants may never be in the money, and they may expire worthless and the terms of the Warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Warrants approve of such amendment.

The warrants were issued in registered form under the Warrant Agreement. The Warrant Agreement provides that the terms of the Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding Warrants to make any change that adversely affects the interests of the registered holders of Warrants. Accordingly, the Company may amend the terms of the warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding warrants approve of such amendment. Although the Company’s ability to amend the terms of the Warrants with the consent of at least a majority of the then outstanding Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Warrants, shorten the exercise period or decrease the number of shares of the Class A Common Stock, as applicable, purchasable upon exercise of a Warrant.

We may receive up to an aggregate of approximately $105.2 million from the cash exercise of the Warrants. The exercise price of each of our Warrants is $11.50 per Warrant. However, the last reported sales price of our Class A Common Stock on January 26, 2024 was $1.509. The likelihood that holders of Warrants will exercise their Warrants, and therefore the likelihood that we would receive any cash proceeds that we may receive, is dependent upon the trading price of our Class A Common Stock. If the trading price for our Class A Common Stock continues to be less than $11.50 per share, we do not expect holders to exercise their Warrants. We expect to use the net proceeds from the exercise of such securities, if any, for general corporate purposes, which may include acquisitions or other strategic investments. We will have broad discretion over the use of any proceeds from the exercise of such securities. Any proceeds from the exercise of such securities would increase our liquidity, but, as it is currently unlikely that any will be exercised, we are not currently budgeting for any cash proceeds from the exercise of Warrants when planning for our operational funding needs.

The Warrant Agreement contains an exclusive forum clause, which could limit a Warrant holder’s ability to obtain a favorable judicial forum for disputes arising under the Warrant Agreement.

The Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us or the warrant agent arising out of or relating in any way to the Warrant Agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Warrant Agreement will not apply to suits brought to enforce any liability or duty created by the Securities Act or the Exchange Act (or the rules and regulations thereunder) or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of the Warrants shall be deemed to have notice of and to have consented to the forum provisions in the Warrant Agreement. If any action, the subject matter of which is within the scope of the forum provisions of the Warrant Agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of the Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice of forum provision may limit a Warrant holder’s ability to bring, and increase the cost of, a claim in a judicial forum that it finds favorable for disputes the Company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the Warrant Agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Your unexpired Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your Warrants worthless.

We have the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant if, among other things, the last reported sale price of shares of Class A Common Stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the Warrant holders (the “Reference Value”) equals or exceeds $18.00 per share (as adjusted). If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the Warrants as set forth above even if the holders are otherwise unable to exercise the Warrants. Redemption of the outstanding Warrants as described above could force you to: (1) exercise your Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your Warrants at the then-current market price when you might otherwise wish to hold your Warrants; or (3) accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, we expect would be substantially less than the market value of your Warrants.

In addition, we have the ability to redeem the outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per Warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted). In such a case, the holders will be able to exercise their Warrants prior to redemption for a number of shares of Class A Common Stock determined based on the redemption date and the fair market value of our Class A Common Stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the Warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Class A Common Stock had your Warrants remained outstanding. The value received upon exercise of the Warrants (1) may be less than the value the holders would have received if they had exercised their Warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of shares of Class A Common Stock received is capped at 0.361 shares of Class A Common Stock per Warrant (subject to adjustment) irrespective of the remaining life of the Warrants.

USE OF PROCEEDS
 

Any sales of Class A Common Stock by the selling stockholders pursuant to this prospectus will be solely for the selling stockholders’ respective accounts. The Company will not receive any proceeds from any such sales.

The Company will receive up to an aggregate of approximately $105.2 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. The Company expects to use any such net proceeds from the exercise of the Warrants for general corporate and working capital purposes. The Company will have broad discretion over the use of proceeds from the exercise of the Warrants but, as it is currently unlikely that any will be exercised given that the market price of the Class A Common Stock is significantly below the per share exercise price, we are not currently budgeting for any cash proceeds from the exercise of Warrants when planning for our operational funding needs.

The exercise price of our Warrants is $11.50 per share of Class A Common Stock. We believe the likelihood that the holders will exercise their Warrants, as applicable, and therefore the amount of cash proceeds that we would receive, is dependent upon the trading price of our Class A Common Stock. If the trading price of our Class A Common Stock is less than the exercise price thereof, we believe the holders are unlikely to exercise their Warrants. Conversely, the holders are more likely to exercise their Warrants, as applicable, the higher the price of our Class A Common Stock is above the exercise price thereof. The closing price of our Class A Common Stock on Nasdaq on January 26, 2024 was below the applicable exercise price of our Warrants. The Warrants are exercisable on a cashless basis under certain circumstances specified in the Warrant Agreement, respectively. To the extent that any Warrants are exercised on a cashless basis, the aggregate amount of cash we would receive from such exercises will decrease.

The holders will pay any underwriting discounts, selling commissions and stock transfer taxes and fees incurred by such holders in connection with any sale of their shares of Class A Common Stock. The Company will generally bear all other costs, fees and expenses incurred in effecting the registration of the shares of Class A Common Stock covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of Company counsel and independent registered public accountants.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Unless the context requires otherwise, all references to (i) “American Acquisition Opportunity” or “SPAC” refer to American Acquisition Opportunity Inc. prior to giving effect to the Business Combination; (ii) “Royalty Management Holding Corporation” or “New Royalty” refer to the entity formerly known as American Acquisition Opportunity, which is now named Royalty Management Holding Corporation, after giving effect to the Business Combination; and (iii) “Royalty” refers to Royalty Management Corporation, an Indiana corporation.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2023 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2023 and the year ended December 31, 2022 present the combined financial information of American Acquisition Opportunity and Royalty after giving effect to the Business Combination and related adjustments described in the accompanying notes.

American Acquisition Opportunity and Royalty are collectively referred to herein as the “Companies,” and the Companies, subsequent to the Business Combination, are referred to herein as the “Combined Company”

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786. The following unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 and the nine months ended September 30, 2023 give pro forma effect to the Business Combination as if it had occurred on January 1, 2022. The unaudited pro forma condensed combined balance sheet as of September 30, 2023 gives pro forma effect to the Business Combination as if it was completed on September 30, 2023.

The unaudited pro forma condensed combined financial information is based on, and should be read in conjunction with:

The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and do not necessarily reflect what the combined financial condition or results of operations would have been had the Business Combination occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined companies. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

As previously announced, the Business Combination between American Acquisition Opportunity and Royalty was completed on October 31, 2023 pursuant to the Business Combination Agreement. American Acquisition Opportunity’s public stockholders approved the proposed Business Combination on October 30, 2023.

In connection with the Business Combination, holders of 253,807 shares of American Acquisition Opportunity Class A Common Stock exercised their right to redeem those shares for cash at an approximate price of $10.47 per share, for an aggregate payment of $2,656,564 out of the Trust Account, which was paid to such holders on the Closing Date (referred to herein as the “actual redemptions”).

In the Business Combination, Royalty’s equity holders maintained a controlling financial interest over the Combined Company.

The Business Combination will be accounted for as a reverse recapitalization, in accordance with GAAP. Under the guidance in ASC 805, American Acquisition Opportunity is expected to be treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination will be treated as the equivalent of Royalty issuing stock for the net assets of American Acquisition Opportunity, accompanied by a recapitalization whereby the net assets of American Acquisition Opportunity will be stated at historical cost and no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Royalty.

Royalty expects to be the accounting acquirer based on evaluation of the following facts and circumstances under the illustrative actual redemptions:

The following summarizes the pro forma ownership of Combined Company Common following the Business Combination based on the actual redemptions that occurred in the Business Combination:

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

September 30, 2023

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2023