United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 21, 2022
Date of
Report (Date of earliest event reported)
American Acquisition Opportunity Inc.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-40233
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86-1599759
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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12115 Visionary Way
Fishers, Indiana
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46038
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (317) 855-9926
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐ Written
communications pursuant to Rule 425 under the Securities
Act
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange
Act
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol
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Name of
each exchange on which registered
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Units,
each consisting of one share of Common Stock and one-half of one
Redeemable Warrant
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AMAOU
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The
Nasdaq Capital Market LLC
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Common
Stock, par value $0.0001 per share
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AMAO
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The
Nasdaq Capital Market LLC
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Redeemable
Warrants, each whole warrant exercisable for one share of Common
Stock at an exercise price of $11.50
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AMAOW
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The
Nasdaq Capital Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company ☒
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 13(a) of the Exchange Act. ☐
ITEM
1.01
ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
Forward Share Purchase Agreements
Effective March 25, 2022, American Acquisition Opportunity Inc., a
Delaware corporation (“AMAO” or the
“Company”), and certain accredited investors in the
Company (the “Investors”) entered into Forward Share
Purchase Agreements (each, a “Purchase Agreement” and
collectively, the “Purchase Agreements”), pursuant to
which the Investors may each individually elect to sell and
transfer to the Company via redemption on the earlier of
(a) the closing of the Company’s initial business
combination (the “Business Combination”), and
(b) September 22, 2022 (the “Extended Date”), the
amount of shares of the Company’s Class A common stock
(“Shares”) identified in each Purchase Agreement, for
an aggregate purchase price of $10.35 per Share (the “Shares
Purchase Price”). Collectively, the Investors hold 1,123,499
Shares subject to the Purchase Agreements.
If an Investor provides a timely notice of an election to sell or
redeem Shares, the Company will pay the Shares Purchase Price for
each eligible Share as follows: (a) $0.25 for each Share being
sold by such selling Investor to be delivered by the escrow agent
appointed by the parties (the “Escrow Agent”) from an
escrow account established by the parties the Purchase Agreements
(the “Escrow Account”) and (B) $10.10 for each Share
being sold by such selling Investor to be delivered in the form of
a redemption payment from the trustee of the trust account
established in conjunction with the closing of the Company’s
initial public offering. The Company has agreed to deposit
$280,874.75 into the Escrow Account to satisfy payment of the
Shares Purchase Price for all Investors. In order to be eligible to
receive the Shares Purchase Price, the Investors must continuously
hold such Shares unless Shares are sold in open market sales at a
price per Share greater than $10.35 and such sold Shares are
replaced by other Shares purchased in the open market. If an
Investor fails to timely notify the Company of its election to sell
or redeem Shares, such Investor will have forfeited its right to
sell or redeem Shares.
In exchange for the Company’s commitment to purchase or
redeem the Shares at the Shares Purchase Price, each Investor
agreed (i) not to request redemption of any of the Shares in
conjunction with the Company’s approval of the Extension
Proposal (as described in Item 5.07), and (ii) to withdraw any
prior redemption requests with respect to the amount of Shares
subject the applicable Purchase Agreement. The Company agreed that
it would not enter into any agreements with additional redeeming
holders of its Shares containing material terms that are more
favorable to such additional redeeming holders than the terms
offered to the Investors, provided, however, that if the Company
did provide more favorable terms to a third party, the Company
would promptly advise the Investors and provide them with a right
to amend the Purchase Agreements to include such more favorable
terms.
In the event that an Investor fails to timely deliver a notice of
its election to sell or redeem Shares, exercises its election with
respect to only a portion of the Shares, or fails to continuously
hold some or all Shares, subject to the exception for open market
sales and repurchases (the total amount Shares that are
consequently not required to be purchased or redeemed by the
Company, the “Retained Shares”), then, within five
business days of the Extended Date, the parties to each Purchase
Agreement shall instruct the Escrow Agent to release an amount
equal to $0.25 multiplied by the number of Retained Shares to the
Company.
The Purchase Agreements contain customary representations,
warranties and covenants from the parties. The Company agreed to
indemnify each Investor and its respective officers, directors,
employees, agents and shareholders (collectively referred to as the
“Indemnitees”) against, and hold them harmless of and
from, any and all loss, liability, cost, damage and expense,
including without limitation, reasonable and documented
out-of-pocket outside counsel fees, which the Indemnitees may
suffer or incur by reason of any action, claim or proceeding, in
each case, brought by a third party creditor of the Company
asserting that an Investor is not entitled to receive the aggregate
Share Purchase Price or such portion thereof as they are entitled
to receive pursuant to a Purchase Agreement, in each case unless
such action, claim or proceeding is the result of the fraud, bad
faith, willful misconduct or gross negligence of any
Indemnitee.
The foregoing description is only a summary of the Purchase
Agreements and is qualified in its entirety by reference to the
full text of each Purchase Agreement, which are attached hereto as
Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, Exhibit
10.5, Exhibit 10.6, Exhibit 10.7, Exhibit 10.8, Exhibit 10.9, and
Exhibit 10.10 and incorporated by reference herein. The Purchase
Agreements are included as exhibits to this Current Report on
Form 8-K in order to provide investors and security
holders with material information regarding its terms and
the transaction. It is not intended to provide any other factual
information about the Company or the Investors. The
representations, warranties and covenants contained in the Purchase
Agreements were made only for purposes of those agreements; are
solely for the benefit of the parties to the Purchase Agreements;
may have been made for the purposes of allocating contractual risk
between the parties to the Purchase Agreements instead of
establishing these matters as facts; and may be subject to
standards of materiality applicable to the parties that differ from
those applicable to investors. Security holders and investors
should not rely on the representations, warranties or covenants or
any description thereof as characterizations of the actual state of
facts or condition of the Company or the
Investors.
Amendment to Investment Management Trust Agreement
The
disclosure set forth in Item 5.07 of this Current Report on Form
8-K is incorporated herein by reference.
ITEM
5.03
AMENDMENT
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
The
disclosure set forth in Item 5.07 of this Current Report on Form
8-K is incorporated herein by reference.
ITEM
5.07
SUBMISSION
OF A MATTER TO A VOTE OF SECURITY HOLDERS
On March 21, 2022, the Company held its 2022
Special Meeting of Stockholders (the “Special
Meeting”). The record date for the stockholders entitled to
notice of, and to vote at, the Special Meeting was February 8,
2022. At the close of business on that date, the Company had
13,232,502 shares of common stock issued and outstanding and
entitled to be voted at the Special Meeting. Of the
13,232,502 shares of common stock issued and outstanding and
entitled to be voted at the Special Meeting, 11,206,316 shares (or
84.7%), constituting a quorum, were
represented in person or by proxy at the Special Meeting. At the
Special Meeting, three proposals were submitted to the
Company’s stockholders. The proposals are described in more
detail in the Company’s definitive proxy statement filed with
the U.S. Securities and Exchange Commission on February 15, 2022.
The final voting results were as follows:
Proposal 1
The
Company’s stockholders approved the amendment to the
Company’s Amended and Restated Certificate of Incorporation
to extend the date by which the Company must consummate a Business
Combination from March 22, 2022 to September 22, 2022 (the
“Extension Proposal”), based upon the voting results
set forth below.
Votes For
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Votes Against
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Votes Abstained
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8,840,379
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2,365,937
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0
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Shareholders
holding 8,943,317 shares of the Company’s Class A Common
Stock have exercised their right to redeem such shares for a pro
rata portion of the funds in the Company’s trust account (the
“Trust Account”). As a result, $90,334,512.92
(approximately $10.10 per share) will be removed from the Trust
Account to pay such holders.
The
Company filed a Certificate of Amendment to its Amended and
Restated Certificate of Incorporation on March 21, 2022. A copy of
the Company’s Certificate of Amendment is attached hereto as
Exhibit 3.1 and is incorporated by reference.
Proposal 2
The
Company’s stockholders approved the amendment to the
Company’s Investment Management Trust Agreement, dated March
17, 2021 (the “Trust Agreement”), by and between
Continental Stock Transfer & Trust Company
(“Continental”) and the Company, to extend the
liquidation date from March 22, 2022 to September 22, 2022, based
upon the voting results set forth below.
Votes For
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Votes Against
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Votes Abstained
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8,840,379
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2,365,937
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0
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The
Company entered into a Trust Amendment with Continental effective
March 21, 2022. A copy of the Trust Amendment is attached hereto as
Exhibit 10.11 and is incorporated by reference.
Proposal 3
The
proposal to approve an adjournment of the Special Meeting, if
necessary, to solicit additional proxies if there are not
sufficient votes in favor of the Extension Amendment Proposal and
Trust Amendment Proposal was withdrawn because Company’s
stockholders approved and adopted the Extension Amendment Proposal
and Trust Amendment Proposal, as noted above.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
Exhibit
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Description
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3.1
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Certificate
of Amendment to Amended and Restated Certificate of Incorporation
of the Company.
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10.1
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Forward
Share Purchase Agreement, dated March 23, 2022, by and between the
Company and AQR Absolute Return Master Account, L.P.
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10.2
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Forward
Share Purchase Agreement, dated March 23, 2022, by and between the
Company and AQR Corporate Arbitrage Master Account,
L.P.
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10.3
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Forward
Share Purchase Agreement, dated March 23, 2022, by and between the
Company and AQR Funds – AQR Diversified Arbitrage
Fund.
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10.4
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Forward
Share Purchase Agreement, dated March 23, 2022, by and between the
Company and Boothbay Fund Management, LLC.
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10.5
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Forward
Share Purchase Agreement, dated March 23, 2022, by and between the
Company and CVI Investments, Inc.
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10.6
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Forward
Share Purchase Agreement, dated March 23, 2022, by and between the
Company and Polar Multi-Strategy Master Fund.
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10.7
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Forward
Share Purchase Agreement, dated March 23, 2022, by and between the
Company and Radcliffe SPAC Master Fund, L.P.
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10.8
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Forward
Share Purchase Agreement, dated March 24, 2022, by and between the
Company and Whitebox Advisors LLC.
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10.9
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Forward
Share Purchase Agreement, dated March 23, 2022, by and between the
Company and Yakira Capital Management, Inc.
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10.10
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Forward
Share Purchase Agreement, dated March 25, 2022, by and between the
Company and Great Point Capital.
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10.11
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Trust
Amendment, dated March 21, 2022, by and between the Company and
Continental Stock Transfer & Trust Company.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated:
March 25, 2022
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AMERICAN
ACQUISITION OPPORTUNITY INC.
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By:
/s/ Mark C. Jensen
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Name:
Mark C. Jensen
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Title:
Chief Executive Officer
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