What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-03-22 compared with 2022-03-25 · 117 added, 108 removed, 369 unchanged (38% of the section changed)

14 unchanged sentences

We have audited the accompanying balance sheet of American Acquisition Opportunity Inc.

(the “Company”) as of December 31, 2021, the related statement of operations, stockholders’ equity (deficit), and cash flows for the period January 20, 2021 (Inception) through December 31, 2021 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the period January 20, 2021 (Inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States.

(the “Company”) as of December 31, 2022, the related statement of operations, stockholders’ equity (deficit), and cash flows for the period January 1, 2022 through December 31, 2022 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the period January 1, 2022 through December 31, 2022, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

15 unchanged sentences

We have served as the Company’s auditor since 2021

Lakewood , CO

March 21, 2023

6 unchanged sentences

CURRENT ASSETS

Account receivable – related party

Accounts receivable – related party

Prepaid Insurance

2 unchanged sentences

$ 107,186,710

LIABILITIES AND SHAREHOLDER’S EQUITY

LIABILITIES AND SHAREHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable – related party

Accounts payable

5 unchanged sentences

COMMITMENTS AND CONTINGENCIES

Class A Common Stock at $ 10.10 per share, 10,506,002 shares at redemption value:

Class A Common Stock at $ 10.10 per share, 742,308 as of 2022 and 10,506,002 as of 2021 shares at redemption value:

$ 106,112,020

SHAREHOLDER’S EQUITY

Class A Common Stock:

$ 0.0001 par value;

100,000,000 shares authorized, 0 shares issued and outstanding for the period end (excluding 10,506,002 shares subject to possible redemption)

SHAREHOLDERS’ EQUITY

Class B Common Stock:

3 unchanged sentences

( 10,140,613 )

Retained Earnings

( 10,140,613 )

Accumulated Deficit

Total Shareholder’s Equity

( 3,934,846 )

TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY

( 7,823,554 )

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 107,186,710

Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

4 unchanged sentences

STATEMENT OF OPERATIONS

FOR THE PERIOD BEGINNING JANUARY 20, 2021 (INCEPTION) THROUGH D ecember 31, 2021

D ecember 31 ,

FOR THE PERIOD BEGINNING JANUARY 20, 2021 (INCEPTION) THROUGH DECEMBER 31, 2022

For the year ended

December 31, 2022

From inception

January 20, 2021

December 31, 2021

Professional Fees

$ ( 662,568 )

$ ( 513,762 )

General and Administrative

Total Expenses

Gain on Warrant Fair Value Adjustment

( 1,221,649 )

( 1,016,819 )

Gain (Loss) on Warrant Fair Value Adjustment

Weighted average shares outstanding, basic and diluted

11,115,481 (1)

Basic and diluted net loss per ordinary share

Basic and diluted net income per ordinary share

This number excludes an aggregate of up to 375,000 Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

3 unchanged sentences

AMERICAN ACQUISITION OPPORTUNITY INC.

STATEMENT OF CHANGES SHAREHOLDER’S EQUITY

STATEMENT OF CHANGES SHAREHOLDERS’ EQUITY

FOR THE PERIOD FROM JANUARY 20, 2021 (INCEPTION) THROUGH DECEMBER 31, 2022

14 unchanged sentences

$ ( 7,823,554 )

Balance – December 31, 2022

( 10,140,613 )

( 3,934,846 )

Includes up to 375,000 shares of Class B common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriter (see Note 5).

4 unchanged sentences

STATEMENT OF CASH FLOWS

January 20, 2021 (inception)

For the year ending December 31, 2022

For the Period from

January 20, 2021

(inception) through

December 31, 2021

5 unchanged sentences

( 2,161,509 )

( 1,347,059 )

Changes in operating assets and liabilities:

Account receivable – related party

Accounts receivable – related party

Prepaid Insurance

2 unchanged sentences

( 1,372,504 )

Cash Flows from Investing Activities

Investment of cash in Trust Account

Cash Flows used in Investing Activities

Withdrawal (Investment) of cash in Trust Account

( 106,116,023 )

1 unchanged sentence

Proceeds from initial stockholders

Proceeds from sale of Units, net underwriting discounts paid

(Return of Investment Proceeds) Proceeds from sale of Units, net underwriting fees paid

( 98,614,709 )

Proceeds from sale of Private Warrants

3 unchanged sentences

Repayment of advance – related party

Net cash provided by financing activities

Net cash used in financing activities

( 98,614,709 )

Net Change in Cash

49 unchanged sentences

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.10).

On March 21, 2022 the Company certified an Amended and Restated Certificate of Incorporation of the Company extending the Combination Period to September 21, 2022.

On September 21, 2022, the Company certified an Amended and Restated Certificate of Incorporation of the Company extending the Combination Period to March 21, 2023.

AMERICAN ACQUISITION OPPORTUNITY INC.

7 unchanged sentences

The financial statement do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 2 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

In connection with SEC pronouncements related to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”), the Company re-evaluated its accounting of the Public Shares.

As a result, the Company determined that at the closing of the Initial Public Offering, it had improperly valued the Public Shares.

The Company has previously determined the Public Shares subject to possible redemption to be equal to the redemption value of $ 10.10 per share, while also taking into consideration that pursuant to the Company’s Amended and Restated Certificate of Incorporation, a redemption cannot result in net tangible assets being less than $ 5,000,001 .

Pursuant to the updated analysis, management determined that all Public Shares can be redeemed or become redeemable subject to the occurrence of future events considered outside the Company’s control.

Therefore, management concluded that the redemption value should include all Public Shares subject to possible redemption, resulting in the shares of Class A common stock subject to possible redemption being equal to their redemption value, and reclassified the remaining Public Shares from permanent equity to temporary equity on the Company’s condensed balance sheet.

The Company assessed the materiality of these corrections on its prior periods’ financial statements in accordance with SEC Staff Accounting Bulletins Topic 1.M, Materiality and Topic 1.A, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements and the guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 250, Accounting Changes and Error Corrections.

As a result of this assessment, the Company determined that the corrections were material to the previously filed and restated financial statements that contained the error as initially reported in the Company’s Form 8-K as of March 17, 2021, and the Forms 10-Q for the quarterly periods ended March 31, 2021 June 30, 2021, and September 30, 2021 (collectively, the “Affected Periods”).

Therefore, the Company concluded that the Affected Periods should be restated to present all Public Shares as temporary equity and recognized accretion from the initial book value to redemption value at the time of the Initial Public Offering, with a resulting decrease in additional paid-in capital and increase in accumulated deficit.

As such, the Company is reporting these restatements to the Affected Periods in this Amendment.

In connection with the change in presentation for the shares of Class A common stock subject to redemption, the Company also restated its earnings per share calculation to allocate net income (loss) pro-rata to shares of Class A common stock subject to possible redemption, non-redeemable shares of Class A common stock and shares of Class B common stock.

This presentation contemplates a Business Combination as the most likely outcome, in which case, all classes of common stock share pro-rata in the net income (loss) of the Company.

There has been no change in the Company’s total assets, liabilities, or operating results for all periods presented, or in the amount of cash in the Trust Account.

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

The impact of the restatement on the financial statements for the Affected Periods is presented below.

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of March 17, 2021:

As of March 17, 2021

As Previously Reported

Class A Subject to Redemption

Class A common

$ ( 6,099,678 )

$ ( 1,084,595 )

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of March 31, 2021:

As of March 31, 2021 (Unaudited)

As Previously Reported

Class A Subject to Redemption

Class A common

$ ( 6,099,678 )

$ ( 1,084,595 )

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of June 30, 2021:

As of June 30, 2021 (Unaudited)

As Previously Reported

Class A Subject to Redemption

$ 100,359,021

Class A common

$ ( 6,099,678 )

$ ( 1,084,595 )

The table below presents the effect of the financial statement adjustments related to the restatement of the Company’s previously reported balance sheet as of September 30, 2021:

As of September 30, 2021 (Unaudited)

As Previously Reported

Class A Subject to Redemption

$ 100,359,021

Class A common

$ ( 6,099,678 )

$ ( 1,084,595 )

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

16 unchanged sentences

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Net loss per share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture.

Net income per share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Earnings per share is computed by dividing net income by the weighted average number of common stock outstanding during the period, excluding common stock subject to forfeiture.

At December 31, 2022, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share for the periods presented.

As a result, diluted income per share is the same as basic income per share for the periods presented.

Cash Equivalents and Concentration of Cash Balance

1 unchanged sentence

The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limit of $ 250,000 .

As of September 30, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

As of December 31, 2022, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

19 unchanged sentences

As discussed in Note 2, all of the Public Shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events.

Accordingly, as of September 30, 2021, 10,506,002 and 0 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet.

Accordingly, as of December 31, 2022, 742,308 shares of Class A common stock subject to possible redemption, respectively, are presented as temporary equity outside of the stockholders’ equity section of the Company’s balance sheet.

The Company recognizes any subsequent changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Class A common stock to the redemption value at the end of each reporting period.

9 unchanged sentences

The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions.

As of January 20, 2021, through December 31, 2021, the Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

As of the year ended December 31, 2022, the Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

The Company accounts for income taxes with the recognition of estimated income taxes payable or refundable on income tax returns for the current period and for the estimated future tax effect attributable to temporary differences and carry forwards.

4 unchanged sentences

All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.

The provision for income taxes was deemed to be de minimis for the period from January 20, 2021 through December 31, 2021.

The provision for income taxes was deemed to be de minimis for the year ending December 31, 2022.

AMERICAN ACQUISITION OPPORTUNITY INC.

7 unchanged sentences

Each whole Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 (see Note 6).

On March 30, 2021, the underwriters partially exercised their over-allotment option, and the closing and sale of an additional 506,002 Units (the “Over-Allotment Units”) occurred on April 1, 2021.

The issuance by the Company of the Over-Allotments Units at a price of $ 10.00 per Unit resulted in total gross proceeds of $ 5,060,020 .

PRIVATE PLACEMENT

6 unchanged sentences

The Over-Allotment Private Placement Warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.

SHAREHOLDER’S EQUITY

SHAREHOLDERS’ EQUITY

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

At September 30, 2021 there were no shares of preferred stock issued or outstanding.

At December 31, 2022 there were no shares of preferred stock issued or outstanding.

Class A Common Stock — The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class A common stock are entitled to one vote for each share.

At March 22, 2021, there were 703,045 shares of common stock issued and outstanding, excluding 9,296,955 shares of common stock subject to possible redemption.

At December 31, 2022, there were 742,308 shares of Class A common stock issued and outstanding.

At December 31, 2021, there were 10,506,002 shares of Class A common stock issued and outstanding.

Class B Common Stock — The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $ 0.0001 per share.

Holders of the Company’s Class B common stock are entitled to one vote for each share.

At March 22, 2021, there were 2,975,000 shares of Class B common stock issued and outstanding, of which 2,875,000 were held by the Sponsor (and of which 375,000 of such shares held by the Sponsor being subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full) so that the Initial Stockholders (exclusive of the holders of Representative Shares) will own 20% of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering).

At December 31, 2022, there were 2,975,000 shares of Class B common stock issued and outstanding, of which 2,875,000 were held by the Sponsor (and of which 375,000 of such shares held by the Sponsor being subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full) so that the Initial Stockholders (exclusive of the holders of Representative Shares) will own 20 % of the issued and outstanding shares after the Initial Public Offering (assuming the Initial Stockholders do not purchase any Public Shares in the Initial Public Offering).

AMERICAN ACQUISITION OPPORTUNITY INC.

NOTES TO THE FINANCIAL STATEMENT

SHAREHOLDER’S EQUITY (cont.)

Transfer of Founders’ Shares

On March 22, 2020, our Sponsor transferred 5,000 shares of Class B common stock with a par value of $ 0.0001 per share to each of three of our independent directors.

The number of shares of Class B common stock that our Sponsor holds after the transfer is 2,860,000 (of which 375,000 of such shares are subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full).

SHAREHOLDERS’ EQUITY (cont.)

Representative Shares

11 unchanged sentences

(1) one year after the completion of a Business Combination or (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property .

On March 22, 2021, our Sponsor transferred 5,000 shares of Class B common stock with a par value of $0.0001 per share to each of three of our independent directors.

The number of shares of Class B common stock that our Sponsor holds after the transfer is 2,860,000 .

RELATED PARTY TRANSACTIONS

1 unchanged sentence

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s directors and officers could, but were not obligated to, loan the Company funds as may be required, of which up to $ 1,500,000 of such loans may be convertible into warrants at a price of $ 1.00 per warrant (“Working Capital Loans”).

During the year ended December 31, 2021, $ 760,000 has been advanced and repaid and as of December 31, 2021, $ 0 is outstanding.

From inception to date, $ 760,000 has been advanced and repaid and as of December 31, 2022, $ 0 is outstanding.

The advance bears no interest rate.

5 unchanged sentences

The Company agreed to pay the Sponsor $ 10,000 per month for these services.

As of December 31, 2021, $ 90,000 has been paid under this agreement.

As of December 31, 2022, $ 120,000 is accrued and owed under this agreement.

Promissory Note — Related Party

1 unchanged sentence

This loan was non-interest bearing and payable in full on or before March 22, 2022 or could be converted into equity on March 22, 2022.

During the nine-month period ended, $ 491,281 has been advanced and $ 1,496,281 has been repaid and as of December 31, 2021, $ 0 is due to the Sponsor.

From inception to date, $ 485,900 was advanced and repaid.

As of December 31, 2021 December 31, 2022, $0 and $ 239,825 is outstanding, respectively.

Warrants —Public Warrants may only be exercised for a whole number of shares.

26 unchanged sentences

If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

The company uses the black Scholes option pricing model to value its warrants and options.

The significant inputs are as follows:

Expected Dividend Yield

Expected volatility

Risk-Free Rate

Expected life of warrants

Public Warrants

Exercise Price

Life in Years

Exercisable (vested) - December 31, 2020

Forfeited or Expired

Outstanding December 31, 2021

Exercisable (vested) - December 31, 2021

Forfeited or Expired

Outstanding December 31, 2022

Exercisable (vested) - December 31, 2022

Private Warrants

Exercise Price

Life in Years

Exercisable (vested) - December 31, 2020

$ 2,262,696 .58

Forfeited or Expired

Outstanding December 31, 2021

$ 2,262,696 .58

Exercisable (vested) - December 31, 2021

$ 2,262,696 .58

Forfeited or Expired

Outstanding December 31, 2022

$ 101,431 .23

Exercisable (vested) - December 31, 2022

$ 101,431 .23

FAIR VALUE MEASUREMENTS

10 unchanged sentences

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2021, assets held in the Trust Account were comprised of $ 106,116,023 in money market funds which are invested primarily in U.S.

At December 31, 2022 and 2021, assets held in the Trust Account were comprised of $ 7,613,762 and $ 106,116,023 in money market funds which are invested primarily in U.S.

Treasury Securities.

Through December 31, 2022, the Company has not withdrawn any of interest earned on the Trust Account.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

December 31, 2021

The following table presents information about the Company’s assets, liabilities and redeemable class A common that are measured at fair value on a recurring basis at December 31, 2022 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Marketable securities held in Trust Account

2 unchanged sentences

Warrant Liability – Private Warrants

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying December 31, 2021 condensed balance sheet.

Commitments and Contingencies:

Class A Common Stock

The Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on our accompanying December 31, 2022 and 2021 condensed balance sheets.

The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed statement of operations.

8 unchanged sentences

NOTES TO THE FINANCIAL STATEMENT

The following table presents the changes in the fair value of warrant liabilities:

The following tables present the changes in the fair value of warrant liabilities:

Private Placement

7 unchanged sentences

Fair value as of December 31, 2021

Fair value as of January 1, 2022

Change in valuation inputs or other assumptions

( 2,161,510 )

( 2,926,119 )

( 5,087,629 )

Fair value as of December 31, 2022

COMMITMENTS AND CONTINGENCIES

In the course of normal operations, the Company may be involved in various claims and litigation that management intends to defend.

The range of loss, if any, from potential claims cannot be reasonably estimated.

However, management believes the ultimate resolution of matters will not have a material adverse impact on the Company’s business or financial position.

Registration Rights

The holders of the insider shares, as well as the holders of the Private Warrants (and underlying securities) and any securities issued in payment of working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed on the effective date of Initial Public Offering.

The holders of a majority of these securities are entitled to make up to three demands that the Company register such securities.

Notwithstanding anything to the contrary, the underwriters (and/or their designees) may only make a demand registration (i) on one occasion and (ii) during the five-year period beginning on the effective date of the Initial Public Offering.

The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing upon the date that the Company consummates a Business Combination.

The holders of a majority of the Private Warrants (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination.

Notwithstanding anything to the contrary, the underwriters (and/or their designees) may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the Initial Public Offering.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

AMERICAN ACQUISITION OPPORTUNITY INC.

7 unchanged sentences

Right of First Refusal

For a period beginning on the closing of this offering and ending 24 months from the closing of a business combination, we have granted the Representative a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors or subsidiaries.

For a period beginning on March 21, 2021 and ending 24 months from the closing of a business combination, we have granted the Representative a right of first refusal to act as sole book runner, and/or sole placement agent, at the representative’s sole discretion, for each and every future public and private equity and debt offering, including all equity linked financings for us or any of our successors or subsidiaries.

In accordance with FINRA Rule 5110(f)(2)(E)(i), such right of first refusal shall not have a duration of more than three years from the effective date of the registration statement of which this prospectus forms a part.

Forward Share Purchase Agreements

Effective March 25, 2022, 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.

The agreement expired on September 22, 2022 unused.

The forward purchase agreement expired on September 22, 2022 and all obligations under the agreement concluded.

Agreement and Plan of Merger

On June 28, 2022, the Company entered into a binding agreement and plan of merger by and among the Company and Royalty Management Co, and Indiana Corporation.

The agreement and plan of merger calls for Royalty Management Co to become a fully owned subsidiary with the Company and values Royalty Management Co at $ 111,000,000 enterprise value.

As of the balance sheet date, the plan of merger is awaiting regulatory approval.

SUBSEQUENT EVENTS

On March 21, 2022, the Company, through action of its Shareholders, filed an amended and restated articles of incorporation which extended the term of trust to September 22, 2022 to allow for the execution of a business combination.

In addition, on March 23, 2022, the Company entered into forward purchase agreements with several of its investors resulting in an additional contribution of $ 280,874 .75 to be held in escrow until the earlier of the business combination or September 22, 2022.

On March 21, 2023, the Company, through actions of its Shareholders, filed an amended and restated articles of incorporation which extended the term of the trust to September 22, 2023 to allow for the execution of a business combination.

An additional 216,697 shares redeemed.

Leaving 545,611 shares of redeemable Class A Common.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data