Current Report Filing (8-k)
March 29 2019 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 28, 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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☐
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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 ☒
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. ☐
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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The information included
in Item 3.02 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on
Form 8-K to the extent required.
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Item 3.02
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Unregistered Sales of Equity Securities
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On March 28, 2019, Black Ridge
Acquisition Corp. (the “Company”) issued a $200,000 convertible promissory note to Black Ridge Oil &
Gas, Inc., an affiliate of the Company’s officers and directors (the “Lender”). The loan is unsecured, non-interest
bearing and is payable at the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business
combination, with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business Combination,
the principal balance of the note may be converted, at the holder’s option, to units at a price of $10.00 per unit. The terms
of the units will be identical to the units issued by the Company in its initial public offering,
except the warrants included
in such units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held
by the Lender or its permitted transferees
. If the Lender converts the entire principal balance of
the convertible promissory note, it would receive 20,000 units. If a Business Combination is not consummated, the note will not
be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company
has funds available to it outside of its trust account established in connection with the initial public offering. The issuance
of the note to the Lender was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
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 29, 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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