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United States securities and exchange commission logo





                             February 24, 2023

       Mark C. Jensen
       Chief Executive Officer
       American Acquisition Opportunity Inc.
       12115 Visionary Way, Suite 174
       Fishers, IN 46038

                                                        Re: American
Acquisition Opportunity Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed February 6,
2023
                                                            File No. 333-268817

       Dear Mark C. Jensen:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
January 12, 2023 letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed February 6,
2023

       Questions and Answers About the Business Combination
       Q. What matters will stockholders consider at the special meeting? ,
page 6

   1.                                                   Please revise to
clarify whether you will be increasing the number of authorized shares of
                                                        Class A Common Stock.
       Q. What interests do American Acquisition Opportunity's current officers
and directors have in
       the Business Combination?, page 14

   2.                                                   We note your response
to comment 9. Please revise to reconcile your disclosure regarding
                                                        the shares of class A
common stock to be received and the exchange ratio. In this regard,
                                                        as a non-exclusive
example, we note that your page 14 disclosure states that White River
 Mark C. Jensen
American Acquisition Opportunity Inc.
February 24, 2023
Page 2
         Holdings LLC is expected to receive 2,922,290 shares of class A common
stock.
         However, Exhibit A of the merger agreement states that White River
Holdings LLC is
         expected to receive 2,862,897 shares. Additionally, we note that your
page 14 disclosure
         states that the approximate exchange ratio is 1.61. However, your page
59 disclosure
         states that the approximate exchange ratio is 1.77.
Risk Factors
We may be subject to the Excise Tax included in the Inflation Reduction Act of
2022..., page 43

3.       We note your disclosure as to the potential effects of the stock
buyback excise tax enacted
         as part of the Inflation Reduction Act in August 2022. If applicable,
include in your
         disclosure that the excise tax could reduce the trust account funds
available to pay
         redemptions or that are available to the combined company following a
de-SPAC.
         Describe the risks of the excise tax applying to redemptions in
connection with:
             liquidations that are not implemented to fall within the meaning
of    complete
              liquidation    in Section 331 of the Internal Revenue Code,
             extensions, depending on the timing of the extension relative to
when the SPAC
              completes a de-SPAC or liquidates, and
             de-SPACs, depending on the structure of the de-SPAC transaction.
Unaudited Pro Forma Condensed Statement of Operations for the Nine Months Ended
September 30, 2022, page 49

4.       We note your response to comment 21 and we continue to note what
appears to be a
         number of referencing and mathematical errors within the Unaudited Pro
Forma
         Condensed Statement of Operations for the Nine Months Ended September
30, 2022 for
         each of the redemption scenarios on pages 49 to 51. Please revise in
an amended filing.
Note 2 - Transaction Accounting Adjustments, page 57

5.       We note your response to comment 22. Please tell us how adjustments B
and C relate to
         the de-spac transaction, including the purpose of the transactions,
and the related parties
         involved and update your disclosure, as appropriate.
6.       We note your response to comment 23. Please tell us how adjustment D
relates to the de-
         spac transaction, the purpose of the transaction and whom the
transaction is with and
         update your disclosure, as appropriate.
Proposal No. 1 - The Business Combination Proposal
Background of the Business Combination, page 66
FirstName LastNameMark C. Jensen
7.     We note your response to comment 24. Please disclose, if true, whether
your Business
Comapany   NameAmerican
       Combination          Acquisition
                     Agreement was made Opportunity Inc.
                                          on terms equivalent to those that
prevail in arm   s
       length
February      transactions.
          24, 2023 Page 2
FirstName LastName
 Mark C. Jensen
FirstName LastNameMark  C. Jensen
American Acquisition Opportunity Inc.
Comapany24,
February  NameAmerican
            2023         Acquisition Opportunity Inc.
February
Page 3 24, 2023 Page 3
FirstName LastName
8.       We note your response to comment 30 and partially reissue the comment.
Please revise
         your disclosure in this section to clearly describe how you formulated
equity value of
         Royalty equal to $111,000,000. Please also revise to clarify whether
this valuation was
         subject to any negotiation between the parties. In this regard, we
note that it is unclear
         how the parties arrived at a final valuation of $111,000,000 after
Royalty initially
         proposed a valuation of $150,000,000. You state on page 69 that
[t]he merits of
         lowering the valuation from initial discussions of $150,000,000 to
$111,000,000 were
         discussed   .    However, you do not specify what such merits were or
the negotiation
         considerations that may have resulted in changes to the valuation.
9.       We note your response to comments 31 and 65. Please tell us what
specific PCAOB
         guidance the auditor cited and explain to us why such guidance
precludes them from
         being able to be considered an expert in this situation. We may have
additional comments
         after reviewing your response.
10.      We note your response to comment 33 and reissue the comment. Please
expand your
         background discussion to provide more detailed disclosure regarding
key business
         combination agreement negotiation considerations and how they changed
over time.
         Currently, the background disclosure references drafts of, and
discussions regarding, the
         business combination agreement without providing details or explaining
the significance
         of material agreement terms or how they may have changed before being
reflected in the
         approved business combination agreement. Please identify the original
terms, clarify
         discussion points, and explain how and why any terms were revised over
time.
11.      We note your response to comment 34. Please revise your disclosure to
include the
         substance provided in your response letter.
American Acquisition Opportunity Board's Reasons for Approval of the Business
Combination,
page 73

12.      We note your response to comment 38 and reissue the comment. Please
revise to
         reconcile your page 75 disclosure regarding public company
comparables. In this regard,
         we note your statement that management selected five publicly traded
royalty companies.
         However, the graphic on page 75 appears to include financial metrics
for 12 companies.
         If the public company comparables sample included companies that
management did not
         ultimately review and compare to Royalty, please explain why such
companies were
         excluded.
13.      We note your response to comment 39 and reissue the comment. Please
revise to specify
         Royalty   s actual/projected enterprise value to revenue and
enterprise value to EBITDA for
         2021, 2022, and 2023. It does not appear that the table has been
revised.
14.      We note your response to comment 42. Please revise your disclosure to
include the
         substance provided in your response letter.
 Mark C. Jensen
FirstName LastNameMark  C. Jensen
American Acquisition Opportunity Inc.
Comapany24,
February  NameAmerican
            2023         Acquisition Opportunity Inc.
February
Page 4 24, 2023 Page 4
FirstName LastName
Certain Royalty Projected Financial Information, page 76

15.      Please provide your basis for presenting projections beyond three
years and why these
         projections are reasonable.
16.      Please tell us and disclose whether the projections are in line with
historic operating
         trends. If they are not, please disclose why the change in trends is
appropriate and
         assumptions are reasonable. Include within your revised disclosure
factors or
         contingencies that would affect such growth ultimately materializing.
17.      We note your disclosure of the material assumptions used in the review
of the financial
         projections of Royalty on page 77. Please expand your disclosure to
provide more detail
         on these material assumptions. Revise your disclosure to fully
describe what each line
         item in the projected financial information represents and the
material assumptions used to
         support the information presented.
18.      Please tell us the process undertaken to formulate the projections and
assumptions, the
         parties who participated in the preparation of the projections, and
how they were used.
         Also tell us when the projections were prepared and whether or not the
projections still
         reflect management's views on future performance and/or what
consideration the board
         gave to obtaining updated projections or that the projections cannot
be relied upon.
Information About Royalty, page 108

19.      We note your response to comment 46. Please revise to describe the
material terms of
         each of Royalty   s resources and land assets, including the
following:
             the term of the FUB Mineral royalty agreement,
             the principal, interest rate, and term of the Ferrox Holdings
convertible note, and
             the term of the Sycamore Holdings land rental agreement and
whether rent is fixed or
             variable.
Royalty Management Co. Management's Discussion and Analysis
Liquidity and Capital Resources, page 113

20.      We note your response to comment 48 and reissue the comment. Please
revise to more
         completely discuss Royalty's ability to generate and obtain adequate
amounts of cash, and
         its plans for cash, in the next 12 months and separately beyond the
next 12 months.
         Describe and analyze material cash requirements and sources of cash
from known
         contractual and other arrangements, including the material terms of
debt or note
         arrangements impacting liquidity. In this regard, we note your
financial statement
         disclosure regarding investments in LLCs, notes receivable, and
convertible debt. Please
         refer to Item 303 of Regulation S-K.
 Mark C. Jensen
FirstName LastNameMark  C. Jensen
American Acquisition Opportunity Inc.
Comapany24,
February  NameAmerican
            2023         Acquisition Opportunity Inc.
February
Page 5 24, 2023 Page 5
FirstName LastName
Certain Royalty Relationships and Related Party Transactions, page 115

21.      We note your response to comment 52. For the $2,000,000 convertible
note issued to
         Westside Advisors LLC and the $250,000 convertible note issued to T
Squared Partners
         LP, please revise to disclose the largest aggregate amount of
principal outstanding during
         the period for which disclosure is provided, the amount thereof
outstanding as of the latest
         practicable date, the amount of principal paid during the periods for
which disclosure is
         provided, the amount of interest paid during the period for which
disclosure is provided,
         and the rate or amount of interest payable on the indebtedness.
22.      We note your response to comment 53 and reissue the comment. Please
revise to more
         fully explain how you determined the fair value of the LBX Tokens. In
this regard, we
         note that your related party American Resources Corporation appears to
hold 2,000,000
         LBX Tokens to which it has assigned a fair value of $0.
Security Ownership of Certain Beneficial Owners and Managemnt, page 152

23.      Please update the beneficial ownership table. In this regard, we note
your Definitive
         Proxy Statement on Schedule 14A filed September 13, 2022 and
Preliminary Proxy
         Statement on Schedule 14A filed February 17, 2023.
24.      We note your response to comment 55 and reissue the comment. Please
revise your
         tabular disclosure on page 153 to clarify where beneficial ownership
is held through a
         legal entity.
Land Betterment Exchange (LBX), page F-48

25.      We note your response to comments 53 and 58 and we reissue the
following elements of
         our prior comments for which we did not locate a response and/or
request further
         clarification:
             You mention on page F-50 that the LBX tokens are based on the
BEP20 framework.
              Supplementally share with us the basic nature of the BEP20
framework including, but
              not limited to, if this framework is actively being used to
identify and transfer
              specific coins.
             Tell us your motivation and/or purpose for acquiring these tokens
and whether you
              have intent to invest in additional LBX tokens or other crypto
assets. In your
              response, specifically address why you were motivated to acquire
these tokens since
              you have disclosed on page F-62 that there was no market for the
LBX Token as of
              June 30, 2022 and further tell us if a market has been
established subsequently or
              when a market is anticipated to be established.
             Tell us how you account specifically for the convertible note in
the amount of $2
              million and 76,924 warrants which were issued to Westside
Advisors LLC as
              disclosed on page 108. Additionally, help us to understand
whether or not you
              remain liable for the convertible notes and the warrants
irrespective of the fair value
              of the LBX tokens. And, if this is the case, why is it
appropriate to present no
 Mark C. Jensen
American Acquisition Opportunity Inc.
February 24, 2023
Page 6
           liability or net zero the liability on your balance sheet. Cite any
accounting literature
           upon which you rely.
             Since you have disclosed that there is no market for the LBX token
as of June 30,
           2022, tell us why you feel it is appropriate to assign a $2 million
value to the LBX
           token as disclosed on page F-62. In your response, please address
your overall
           accounting policy for tokens including how you account for the
scenario where the
           fair value of the token falls below the carrying value of the token.
Cite any
           accounting literature upon which you rely.
Note 5 - Intangible Assets, page F-62

26.   We note your response to comment 61. Please describe to us the assets and
liabilities that
      were acquired including quantitative amounts and where such amounts are
located in your
      financial statements.
27.   We note your response to comment 62 and reissue a portion of the prior
comment as we
      were unable to find that information in your response. Please provide a
supplemental
      summary of your analysis for each indefinite-lived intangible asset
listed in your chart on
      page 62. Your summary should highlight those factors that led you to
conclude that
      there is no foreseeable limit on the period of time over which each
indefinite-lived
      intangible asset listed in your chart is expected to contribute to your
cash flows.
Exhibits

28.   We note your response to comment 63. However, the exhibit index continues
to refer to
      the Form 8-K filed April 6, 2021, which does not appear to include the
company's
      amended and restated certificate of incorporation. Please revise.

      Additionally, please revise to include an active hyperlink to each of
Exhibits 3.1, 3.3, and
      3.4 and an active link to Exhibit 10.17, as required by Item 601(a)(2) of
Regulation S-K.
        You may contact Howard Efron at 202-551-3439 or Shannon Menjivar at
202-551-
3856 if you have questions regarding comments on the financial statements and
related
matters. Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at
202-551-2544 with
any other questions.



                                                              Sincerely,
FirstName LastNameMark C. Jensen
                                                              Division of
Corporation Finance
Comapany NameAmerican Acquisition Opportunity Inc.
                                                              Office of Real
Estate & Construction
February 24, 2023 Page 6
cc:       Joan S. Guilfoyle, Esq.
FirstName LastName
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