Current Report Filing (8-k)
June 19 2019 - 8:01AM
Edgar (US Regulatory)
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):
June 13, 2019
BLACK RIDGE ACQUISITION CORP.
(Exact Name of Registrant as Specified in
Charter)
Delaware
|
|
001-38226
|
|
82-1659427
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
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):
|
[_]
|
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
|
|
[_]
|
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
|
|
[_]
|
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
[_]
|
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(s)
|
Name of each exchange on which registered
|
Units
|
BRACU
|
The NASDAQ Stock Market LLC
|
Common Stock
|
BRAC
|
The NASDAQ Stock Market LLC
|
Rights
|
BRACR
|
The NASDAQ Stock Market LLC
|
Warrants
|
BRACW
|
The NASDAQ Stock Market LLC
|
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.
☐
Item 8.01.
Other
Events.
On June 13, 2019, Allied
Esports Media, Inc., a party to the previously announced proposed business combination (“Business Combination”) with
Black Ridge Acquisition Corp. (“BRAC”), entered into a term sheet (“Term Sheet”) for a strategic alliance
with TV AZTECA, S.A.B. DE C.V. (“TV Azteca”), a Grupo Salinas company. The Term Sheet sets forth the parties’
intention to provide for purchases by TV Azteca of common stock of BRAC and to form an exclusive strategic alliance that would
extend the
Allied Esports
brand into Mexico and exploit various assets of the parties. These assets would include the construction
of a flagship arena, production of esports multimedia content for distribution, and development of an online esports platform specific
to the Mexican market.
The obligations of
the parties to move forward with the transactions contemplated by the Term Sheet are subject to the satisfaction of certain conditions,
including but not limited to TV Azteca completing due diligence on or before June 27, 2019, the execution of definitive agreements
between the parties documenting the obligations of TV Azteca to purchase the shares of BRAC and the formation of the strategic
alliance, including the parties’ obligations thereunder, the execution of a Registration Rights Agreement (defined below)
and consummation of the Business Combination.
If, upon completion
of the due diligence by TV Azteca described above, TV Azteca wishes to move forward with its purchase of BRAC shares, the parties
must negotiate and execute a mutually agreed upon definitive agreement for the purchase. Pursuant to the Term Sheet, TV Azteca
is expected to purchase $5,000,000 of shares of common stock of BRAC in the open market or in privately negotiated transactions
(the “TV Azteca Purchased Shares”) at a price not to exceed the per share amount in BRAC’s trust account. If
TV Azteca is unable to purchase the full $5,000,000 of shares in the open market or in privately negotiated transactions (for instance,
if BRAC’s stock price exceeds the per share amount in BRAC’s trust account, or not enough shares are available for
purchase), TV Azteca would be expected to purchase newly issued shares from BRAC (the “TV Azteca Newly Issued Shares”)
upon closing of the Business Combination.
Pursuant to the Term
Sheet, TV Azteca would agree not to convert any TV Azteca Purchased Shares at the BRAC meeting of stockholders called to approve
the Business Combination. Additionally, TV Azteca would agree to hold any TV Azteca Purchased Shares or TV Azteca Newly Issued
Shares for at least twenty-four (24) months from the closing of the Business Combination and shall first give BRAC the right to
repurchase the shares at a price per share equal to the average closing sale price of BRAC common stock on NASDAQ for the 30 trading
days prior to the date of repurchase, before selling such shares on the open market.
Pursuant to the Term
Sheet, at the closing of Business Combination, TV Azteca would be issued (a) one (1) additional share of BRAC common stock for
every ten (10) shares purchased by TV Azteca and (b) five-year warrants to purchase one (1) share of BRAC common stock at $11.50
per share for every two (2) shares of BRAC purchased by TV Azteca. The terms of the warrants will be the same as BRAC’s public
warrants. Pursuant to the Term Sheet, the parties would be required to enter into a registration rights agreement (“Registration
Rights Agreement”) to be mutually agreed upon pursuant to which BRAC would be required to file a registration statement with
the SEC as soon as practicable following closing of the Business Combination to register the resale of any securities purchased
that are not already registered.
Since the consummation
of the transaction contemplated by the term sheet are subject to the execution of definitive agreements there can be no assurance
that TV Azteca will actually purchase any BRAC shares or that the strategic alliance will be formed. Moreover, if TV Azteca does
purchase shares of BRAC, it may be on terms different than those described above.
On June 19, 2019, BRAC
issued a press release discussing the foregoing, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and 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: June 19, 2019
|
BLACK RIDGE ACQUISITION CORP.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ken DeCubellis
|
|
|
Name: Ken DeCubellis
|
|
|
Title: Chairman and Chief Executive Officer
|
Broad Capital Acquisition (NASDAQ:BRACU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Broad Capital Acquisition (NASDAQ:BRACU)
Historical Stock Chart
From Jul 2023 to Jul 2024