Additional Proxy Soliciting Materials (definitive) (defa14a)
June 24 2019 - 8:00AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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BLACK
RIDGE ACQUISITION CORP.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
This filing consists of the attached press
release issued by Black Ridge Acquisition Corp. on June 24, 2019.
Black
Ridge Acquisition Corp. Announces Intention to Adjourn Special Meeting of Stockholders Relating to Proposed Business Combination
to July 8, 2019
Adjournment to Provide Additional Time
to Complete Conditions Necessary to Consummate Proposed Business Combination
Minneapolis, Minn. June 24, 2019
– Black Ridge
Acquisition Corp. (NASDAQ: BRAC), a public acquisition vehicle (“Black Ridge”), today announced that it intends to
adjourn its Special Meeting of Stockholders (the “Special Meeting”) relating to its proposed business combination with
Allied Esports and the World Poker Tour to July 8, 2019, at 10:00 a.m., local time, at the offices of its general counsel, Graubard
Miller, located at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. The adjournment is intended
to allow Black Ridge more time to complete the conditions necessary to consummate the proposed business combination.
As previously announced, Black Ridge entered into an Agreement
and Plan of Reorganization pursuant to which Black Ridge will acquire Allied Esports and the World Poker Tour. The parties expect
the proposed transactions to be consummated shortly after the Special Meeting is held and completed.
The Special Meeting was originally scheduled for June 28, 2019.
The record date for determination of stockholders entitled to vote at the Special Meeting, including at all adjournments thereof,
remains June 10, 2019.
About Black Ridge Acquisition Corp.
Black Ridge Acquisition Corp. is a special purpose acquisition
company sponsored by Black Ridge Oil & Gas, Inc. (OTCQB: ANFC) for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. Black
Ridge Acquisition Corp. completed its initial public offering in October 2017, raising $138 million in cash proceeds.
No Offer or Solicitation
This communication is for informational
purposes only and is neither an offer to sell or purchase, nor the solicitation of an offer to buy or sell any securities, nor
is it a solicitation of any vote, consent, or approval in any jurisdiction pursuant to or in connection with the business combination
or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable
law.
Participants in Solicitation
Black Ridge and its directors and executive
officers may be deemed participants in the solicitation of proxies of Black Ridge stockholders in respect of the proposed
business combination. Information about the directors and executive officers of Black Ridge is set forth in Black Ridge’s
definitive proxy statement relating to the business combination and Black Ridge’s other reports filed with the Securities
and Exchange Commission including its Form 10-K for the year ended December 31, 2018. Information about the directors and
executive officers and more detailed information regarding the identity of all potential participants, and their direct and
indirect interests, by security holdings or otherwise, is set forth in Black Ridge’s definitive proxy statement. Investors
may obtain additional information about the interests of such participants by reading such proxy statement on the SEC’s website
at
www.sec.gov
.
Forward Looking Statements
This press release includes forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties.
Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current
beliefs and expectations of Black Ridge’s management, are subject to risks and uncertainties, which could cause actual results
to differ from the forward-looking statements.
Forward-looking statements are inherently uncertain and subject
to a variety of events, factors and conditions, many of which are beyond the control of Black Ridge and not all of which are known
to Black Ridge, including, without limitation those risk factors described from time to time in Black Ridge’s reports filed
with the SEC, including the definitive proxy statement. Among the factors that could cause actual results to differ materially
are: the successful completion of the Business Combination, amount of redemptions and the ability to retain key personnel and the
ability to achieve stockholder and regulatory approvals. Most of these factors are outside the control of Black Ridge and are difficult
to predict. The information set forth herein should be read in light of such risks. Black Ridge does not assume any obligation
to update the information contained in this press release except as required by law.
Investor Contact:
Lasse Glassen
Addo Investor Relations
lglassen@addoir.com
424-238-6249
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