Item 8.01. Other Events.
On June 28, 2019,
Black Ridge
Acquisition Corp. (NASDAQ: BRAC) (“BRAC”), a public acquisition vehicle sponsored by Black Ridge Oil & Gas ( “Black
Ridge”), filed definitive proxy materials indicating that it intends to convene a Special Meeting of Stockholders (the “Special
Meeting”) to be held at 10:00 a.m. EST on July 9, 2019 at the offices of BRAC’s counsel, Graubard Miller, 405 Lexington
Avenue, 11
th
Floor, New York, New York 10174, for the sole purpose of considering and voting upon a proposal to
amend (the “Extension Amendment”) BRAC’s amended and restated certificate of incorporation (the “charter”)
to extend the date by which BRAC has to consummate a business combination (the “Extension”) from July 10, 2019 to August
10, 2019 (the “Extended Date”).
The Extension Amendment is more fully described
in BRAC’s definitive proxy materials filed June 28, 2019.
The purpose of the Extension Amendment is
to allow BRAC more time to complete its previously announced initial business combination with Allied Esports and the World Poker
Tour in case such additional time is needed.
BRAC’s prospectus for its initial
public offering (“IPO”) and its charter provide that BRAC has only until July 10, 2019 to complete a business combination.
BRAC’s board determined that it may need additional time to consummate its initial business combination with Allied Esports
and the World Poker Tour. Accordingly, BRAC’s board determined that it is in the best interests of BRAC’s stockholders
to extend the date that BRAC has to consummate its initial business combination to the Extended Date in case such an additional
amount of time is necessary.
Black Ridge has agreed that if the Extension
Amendment is approved, it or its affiliates will loan $30,000 to BRAC (the “Contribution”) to be placed in trust for
the benefit of each share of common stock issued in BRAC’s IPO (the “public share”) that is not converted in
connection with the stockholder vote to approve the Extension. Accordingly, the per-share amount being contributed into the trust
account established by BRAC in connection with the IPO (the “trust account”) following the Extension will decrease
as the number of public shares being converted decreases, For example, if the maximum number of shares permitted to be converted
as described herein are converted, the amount contributed into the trust account per share will be $0.062; alternatively, if no
shares are converted, the amount contributed per share will be approximately $0.002. The Contribution will be deposited in the
trust account on the day of the approval of the Extension Amendment. Accordingly, if the Extension Amendment is approved and the
Extension is completed, the conversion amount per share at the meeting for BRAC’s proposed business combination or BRAC’s
subsequent liquidation will be approximately $10.30 per share if no shares are converted or approximately $10.36 per share if the
maximum number of public shares are converted, in each case without taking into account any interest and less any owed but unpaid
taxes, in comparison to the current conversion amount of approximately $10.30 per share (less any owed but unpaid taxes). Black
Ridge will not make any Contribution unless the Extension Amendment is approved and the Extension is completed. The Contribution
will not bear any interest and will be repayable by BRAC to Black Ridge or its affiliates upon consummation of the initial business
combination. The loan will be forgiven if BRAC is unable to consummate its initial business combination except to the extent of
any funds held outside of the trust account. If BRAC’s board of directors determines that BRAC will not be able to consummate
its initial business combination by the Extended Date and does not wish to seek an additional extension, BRAC would wind up its
affairs and redeem 100% of the outstanding public shares.
The holders of public shares may elect to
convert their public shares into their pro rata portion of the funds held in the trust account if the Extension is implemented
(the “Conversion”). Holders of public shares do not need to vote on the Extension Amendment proposal or be a holder
of record on the record date to exercise conversion rights. It is expected that the per-share pro rata portion of the trust account
on the date of the Special Meeting will be approximately $10.30 (less any owed but unpaid taxes on the funds in the trust account).
The closing price of BRAC’s common stock on the record date was $10.33. Accordingly, if the market price were to remain the
same until the date of the meeting, exercising conversion rights would result in a public stockholder receiving $0.03 less than
if he sold his stock in the open market. BRAC cannot assure stockholders that they will be able to sell their shares of BRAC common
stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not
be sufficient liquidity in its securities when such stockholders wish to sell their shares.
If the Extension Amendment proposal is not
approved and BRAC is unable to consummate its business combination with Allied Esports and the World Poker Tour by July 10, 2019,
as contemplated by BRAC’s IPO prospectus and in accordance with BRAC’s charter, BRAC
will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem 100% of the outstanding public shares with the aggregate amount then on deposit in the trust account (net
of taxes payable) and (iii) thereafter seek to dissolve and liquidate
.
BRAC’s board of directors has fixed
the close of business on June 10, 2019 as the date for determining BRAC’s stockholders entitled to receive notice of and
vote at the Special Meeting and any adjournment thereof. Only holders of record of BRAC’s common stock on that date are entitled
to have their votes counted at the Special Meeting or any adjournment thereof. A complete list of stockholders of record entitled
to vote at the Special Meeting will be available for ten days before the Special Meeting at BRAC’s principal executive offices
for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.
After careful consideration of all relevant
factors, BRAC’s board of directors has determined that the Extension Amendment proposal is fair to and in the best interests
of BRAC and its stockholders, has declared it advisable and recommends that its stockholders vote or give instruction to vote “FOR”
such proposal.
BRAC has encouraged its stockholders to
read its definitive proxy materials filed June 28, 2019 which include containing detailed information concerning the Extension
Amendment and the Special Meeting.
