 |
Joan S. Guilfoyle
901 New
York Avenue NW
3rd
Floor East
Washington,
DC 20001-4432
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Direct 202.524.8467
Main 202.618.5000
Fax 202.618.5001
jguilfoyle@loeb.com
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October
17, 2023
Benjamin
Holt
Jeffrey
Gabor
Shannon
Menjivar
Howard
Efron
Division
of Corporation Finance
Office
of Real Estate & Construction
U.S.
Securities and Exchange Commission
100 F
Street N.E.
Washington,
D.C. 20549
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Re:
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American
Acquisition Opportunity Inc.
Amendment
No. 7 to Registration Statement on Form S-4
Filed
October 5, 2023
File No. 333-268817
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Dear
Mr. Holt, Mr. Gabor, Ms. Menjivar, and Mr. Efron:
On
behalf of our client, American Acquisition Opportunity Inc., a
Delaware corporation (the “Company”), we submit to the staff
(the “Staff”) of
the U.S. Securities and Exchange Commission (the
“SEC”) this
letter setting forth the Company’s response to the comments
contained in the Staff’s letter dated October 16, 2023 (the
“Comment
Letter”) regarding Amendment No. 7 to the
Company’s Registration Statement on Form S-4 the
“Sixth Amended Registration
Statement”). Concurrent herewith, we are filing
Amendment No. 8 to the Registration Statement reflecting the
changes set forth below (the “Eighth Amended Registration
Statement”). For ease of reference, we have reproduced
the comments below in bold with our response following each
comment.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF
OPERATIONS,
page 49
1.
We note that the
pro forma statements of operations on pages 49 to 51 do not reflect
in the Royalty column the restatement to record amortization
expense on intangible assets for the six month period ended June
30, 2023 and therefore the amounts for Royalty Net loss do not
agree with the net loss provided on page F-41. Please revise in an
amended filing.
Response: The pro forma
statements of operations on pages 49-51 have been revised in
accordance with the Staff’s comment.
Royalty Interim Financial Statements, page F-40
2.
It appears the
correction of the understatement errors of amortization expense on
intangible assets are quantitatively material to your interim
financial statements. As such, please revise your interim financial
statements in an amended filing to disclose prominently, on the
face of the interim financial statements, that they have been
restated and additionally provide a note to the financial
statements that thoroughly explains and quantifies the revisions
made (showing the effect of the correction on each relevant
financial statement line item) in accordance with Accounting
Standards Codification (ASC) 250-10-50-7. In addressing this
comment, be sure to give consideration to your restatement of both
the 3-month and 6-month interim periods ended June 30, 2023 with
respect to your income statements.
Response: The Financial Statements have
been revised in accordance with the Staff’s
comment.
NOTE 3B - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS OF
DECEMBER 31, 2022, page F-66
3.
We note that you
have restated your financial statements on pages F-59 through F-62
to correct errors related to your accounting for intangible assets
whereby the restated financial statements now reflect the impact of
recording amortization expense on intangible assets. Please revise
your note 3A and/or 3B to disclose the nature of the error (e.g.,
understatement of amortization expense on intangible assets) and
the effect of the correction on each financial statement line item
on your various financial statements (e.g., Intangible assets, net
of accumulated amortization, total assets and total stockholders'
equity on your balance sheet, amortization expense of intangibles
and net loss on your consolidated statements of operations, etc.).
Reference is made to ASC 250-10-50-7. Please revise in an amended
filing or otherwise advise.
Response: The footnotes have been
revised in accordance with the Staff’s comment.
NOTE 7 - INTANGIBLE ASSETS, page F-68
4.
Please confirm that
you will enhance your disclosure related to intangible assets to
meet the requirements of ASC 350-30-50-2 for your future filings
after the completion of your de-SPAC transaction. Additionally, in
an amended filing on Form S-4, you may simply disclose within Note
7 the amount of estimated aggregate amortization on intangible
assets for calendar year 2023.
Response: The Company hereby confirms
that it will enhance its disclosure related to intangible assets to
meet the requirements of ASC 350-30-50-2 for its future filings
after completion of the de-SPAC transaction. The footnote has been
revised in accordance with the Staff’s comment for 2023
aggregate amortization on intangible assets.
Please
do not hesitate to contact Mitchell Nussbaum at (212) 407-4159 or
Joan S. Guilfoyle at (202) 524-8567 at Loeb & Loeb LLP with any
questions or comments regarding this letter.
Sincerely,
Joan S.
Guilfoyle
Senior
Counsel