UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
Date of Report (Date of earliest event reported): June
28, 2019
BLACK RIDGE OIL & GAS,
INC.
(Exact name of registrant as specified in its charter)
Nevada |
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000-53952 |
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27-2345075 |
(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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110 North 5th Street, Suite 410
Minneapolis, MN 55403
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:
(952) 426-1241
_________________________________________
(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:
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Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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o |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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o |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
Title of each
Class |
Trading Symbol |
Name of each exchange on which
registered |
Common
Stock |
ANFC |
OTCQB |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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.
o
INFORMATION TO BE INCLUDED IN THE REPORT
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.
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.
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BLACK RIDGE OIL &
GAS, INC. |
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By: |
/s/ James
Moe |
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James Moe |
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Chief Financial
Officer |
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Date: July 2,
2019 |
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