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
Date of Report (Date of earliest event reported):
March 12, 2019
BLACK
RIDGE ACQUISITION CORP.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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001-38226
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82-1659427
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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c/o Black Ridge Oil & Gas, Inc.
110 North 5
th
Street, Suite 410
Minneapolis, MN 55403
(Address of Principal Executive Offices)
(Zip Code)
(952) 426-1241
(Registrant’s Telephone Number, Including
Area Code)
Not Applicable
(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 (
see
General Instruction A.2. below):
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[_]
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Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
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[X]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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[_]
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[_]
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))
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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 (§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
[X]
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.
[_]
BLACK RIDGE ACQUISITION CORP. (“
BLACK RIDGE
”)
INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING BLACK
RIDGE’S SECURITIES, IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION (THE “
PROPOSED TRANSACTIONS
”)
WHEREBY BLACK RIDGE WILL ACQUIRE THE GLOBAL ESPORTS AND ENTERTAINMENT ASSETS OF OURGAME INTERNATIONAL HOLDINGS LTD. (COLLECTIVELY,
THE “BUSINESS”), AS DESCRIBED IN THE CURRENT REPORT ON FORM 8-K FILED BY BLACK RIDGE ON DECEMBER 19, 2018. THIS CURRENT
REPORT ON FORM 8-K, INCLUDING THE EXHIBIT HERETO, MAY BE DISTRIBUTED TO, OR DISCUSSED WITH, PARTICIPANTS AT SUCH PRESENTATIONS.
MACQUARIE CAPITAL (“
MACQUARIE
”) IS ACTING
AS BLACK RIDGE’S CAPITAL MARKETS ADVISOR IN CONNECTION WITH THE PROPOSED TRANSACTIONS AND WILL RECEIVE A FEE IN CONNECTION
THEREWITH AT THE CLOSING OF THE PROPOSED TRANSACTIONS (THE “
CLOSING
”). ADDITIONALLY, EARLYBIRDCAPITAL, INC.
(“
EBC
”), THE MANAGING UNDERWRITER OF BLACK RIDGE’S INITIAL PUBLIC OFFERING (“
IPO
”)
CONSUMMATED IN OCTOBER 2017, WAS ENGAGED AS AN ADVISOR IN CONNECTION WITH BLACK RIDGE’S BUSINESS COMBINATION AND WILL RECEIVE
A FEE AT THE CLOSING. BLACK RIDGE AND ITS DIRECTORS AND EXECUTIVE OFFICERS AND MACQUARIE AND EBC MAY BE DEEMED TO BE PARTICIPANTS
IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF BLACK RIDGE STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS
(“
SPECIAL MEETING
”).
STOCKHOLDERS OF BLACK RIDGE AND OTHER INTERESTED PERSONS ARE
ADVISED TO READ BLACK RIDGE’S PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, DEFINITIVE PROXY STATEMENT IN CONNECTION WITH
BLACK RIDGE’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.
SUCH PERSONS CAN ALSO READ BLACK RIDGE’S FINAL PROSPECTUS, DATED OCTOBER 4, 2017, AND BLACK RIDGE’S ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF BLACK RIDGE’S OFFICERS
AND DIRECTORS AND THEIR RESPECTIVE INTERESTS AS SECURITY HOLDERS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTIONS. BLACK
RIDGE’S DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS OF BLACK RIDGE AS OF A RECORD DATE TO BE ESTABLISHED FOR
VOTING ON THE PROPOSED TRANSACTIONS. SECURITYHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF SUCH DOCUMENT, WITHOUT CHARGE, BY DIRECTING
A REQUEST TO: BLACK RIDGE ACQUISITION CORP.,
c/o Black Ridge Oil & Gas, Inc., 110 North
5th Street, Suite 410, Minneapolis, MN 55403
. THESE DOCUMENTS, ONCE AVAILABLE, AND BLACK RIDGE’S IPO FINAL PROSPECTUS
AND ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET
SITE (http://www.sec.gov).
ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS
This report and the
exhibit hereto are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or
in respect of the proposed transactionS and shall not constitute an offer to sell or a solicitation of an offer to buy the securities
of BLACK RIDGE, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation,
or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
This report and the
exhibit hereto include “forward-looking statements.” actual results OF BLACK RIDGE AND THE BUSINESS may differ from
THEIR RESPECTIVE expectations, estimates and projections and, consequently, you should not rely on these forward looking statements
as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,”
“could,” “should,” “believes,” “predicts,” “potential,” “continue,”
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without
limitation, the parties’ expectations with respect to future performance; anticipated financial impacts of the PROPOSED TRANSACTIONS;
approval of the PROPOSED transactions by STOCKholders; the satisfaction of the closing conditions to the PROPOSED transactions;
and the timing of the completion of the PROPOSED transactions.
THERE ARE significant
risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors
are outside the parties’ control and difficult to predict. Factors that may cause such differences include: business conditions;
changing interpretations of accounting principles; outcomes of government reviews; inquiries and investigations and related litigation;
continued compliance with government regulations; legislation or regulatory environments; requirements or changes adversely affecting
the business; fluctuations in customer demand; management of rapid growth; general economic conditions; geopolitical events and
regulatory changes; and other factors set forth in black ridge’s filings with the Securities and Exchange Commission and
available at www.sec.gov. Other factors include the possibility that the PROPOSED TRANSACTIONS do not close, including due to the
failure to receive required STOCKholder approvalS, or the failure of other closing conditions.
The foregoing list of
factors is not exclusive. Additional information concerning these and other risk factors is, AND MAY BE, contained in BLACK RIDGE’S
filings with the SEC. All subsequent written and oral forward-looking statements concerning black ridge or the business, the PROPOSED
transactions or other matters and attributable to black ridge and the business or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. no party undertakeS or acceptS any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events,
conditions or circumstances on which any such statement is based.
Item 7.01 — Regulation FD Disclosure
On March 12, 2019, Black Ridge
Acquisition Corp. (the “Company”) issued a press release announced that Ken DeCubellis, Chief Executive Officer of
the Company, and Frank Ng, Chief Executive Officer of Ourgame, will present at the 31st Annual ROTH Conference in Orange County,
California, on Monday, March 18, at 5:30 p.m. EDT (2:30 p.m. PDT) and at the Sidoti & Company Spring 2019 Investor Conference
in New York on Thursday, March 28, at 8 a.m. EDT. A copy of the press release is attached to this Current Report on Form 8-K as
Exhibit 99.1.
This information furnished
hereunder, including the related exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall
be expressly set forth by specific reference in such document.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
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 12, 2019
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BLACK RIDGE ACQUISITION CORP.
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By:
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/s/ Ken DeCubellis
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Name: Ken DeCubellis
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Title: Chairman and Chief Executive Officer
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