Royalty Management Corporation entered into a non-binding letter of intent to acquire American Acquisition Opportunity Inc. from American Opportunity Ventures LLC and others for approximately $110 million in a reverse merger transaction.
The transaction is subject to the approval by AMAO's stockholders and RMC's shareholders, all required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) shall have expired or been terminated, the Registration Statement shall have been declared effective, the shares of American Acquisition Opportunity Common Stock to be issued shall have been approved for listing on NASDAQ, the ancillary agreements shall have executed and delivered by all parties and the satisfaction or waiver of other customary closing conditions. The Boards of Directors of AMAO unanimously authorized the non-binding letter of intent. The Boards of Directors of RMC approved the transaction on June 1, 2022. The transaction is expected to be completed in the fourth quarter of 2022. As per amendment to the merger agreement, the outside date for the closing of the merger was extended from November 30, 2022 to March 22, 2023. As per further amendment to the merger agreement, the shareholders of AMAO has approved the extension proposal by which AMAO must consummate a business combination from March 22, 2023 to September 22, 2023.
Mitchell Nussbaum of Loeb & Loeb, LLP is serving as legal advisor and legal due diligence provider to AMAO. Law Office of Clifford J. Hunt, P.A. is serving as SEC legal advisor to RMC and Barnes & Thornburg LLP is serving as Indiana corporate law advisor to RMC. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent and registrar to AMAO. Alliance Advisors, LLC acted as the information agent to AMAO and will receive a fee of $12,000 for its services.