Current Report Filing (8-k)
May 23 2019 - 4:02PM
Edgar (US Regulatory)
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): May 23, 2019
BLACK
RIDGE ACQUISITION CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38226
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82-1659427
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(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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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Units
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BRACU
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The NASDAQ Stock Market LLC
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Common Stock
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BRAC
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The NASDAQ Stock Market LLC
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Rights
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BRACR
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The NASDAQ Stock Market LLC
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Warrants
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BRACW
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The NASDAQ Stock Market LLC
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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.
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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 May 23, 2019, Black Ridge Acquisition
Corp. (the “Company”) issued a $100,000 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 10,000 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.
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.
Date: May 23, 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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