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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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)
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Title of each class of securities to which transaction
applies:
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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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Proposed maximum aggregate value of transaction:
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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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This filing consists of the attached press release issued by
Black Ridge Acquisition Corp. on June 28, 2019.
Simon to Make Strategic Investment in
Allied Esports
and Black Ridge Acquisition Corp.
Leading Destination Operator to Purchase
$5 Million of Shares of Black Ridge Acquisition Corp. and Collaborate with Allied Esports to Build Esports Venues at Simon Properties
“Simon Cup” Tournaments
and Activations with HyperX Esports Truck to Launch at
Select Simon Locations This Fall
IRVINE, Calif. (June 28, 2019)
–
Black Ridge Acquisition Corp. (NASDAQ: BRAC), a public acquisition vehicle, today announced that it has entered into a letter agreement
for Simon Equity Development, LLC, a wholly-owned and indirect subsidiary of Simon Property Group (NYSE: SPG), to become a shareholder
of Allied Esports, a global esports entertainment company, through an equity investment in Black Ridge Acquisition Corp.
As previously announced, Allied Esports
and its sister company, the World Poker Tour®, both currently owned by Ourgame International Holdings Limited, will be acquired,
once all applicable shareholder and regulatory consents have been obtained, by Black Ridge Acquisition Corp. to form Allied Esports
Entertainment (the “Business Combination”).
Highlights from the letter agreement include:
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Simon acquiring $5 million in shares of Black Ridge Acquisition Corp.;
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Simon and Allied Esports creating dedicated esports venues and experiences at select Simon locations
throughout the United States; and
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Simon and Allied Esports launching a new competition tour called The Simon Cup.
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The obligations of the parties to move
forward with the transactions contemplated by the letter agreement are subject to the satisfaction of certain conditions, including
but not limited to the execution of definitive agreements between the parties documenting the obligations of Simon to purchase
the shares of Black Ridge and consummation of the Business Combination.
Simon and Allied Esports will also collaborate
to create a new product offering focused on delivering esports experiences through integrated gaming venues and production facilities
in select Simon destinations around the country. The in-mall arenas will be designed for tournament play and daily use with the
capability to be expanded into common areas for larger esports activations and live events.
"We're extremely pleased to collaborate
with Black Ridge and Allied Esports, leading innovators in esports and gaming, to bring cutting-edge venues to our iconic properties
around the country. This is exactly the type of innovative activation that excites our customers and drives traffic for our centers
at Simon. Simon's successful locations are ideally suited to provide these new and exciting community spaces, complementing our
other dynamic offerings," said Mark Silvestri, Simon's Chief Operating Officer for Development.
"The agreement with Simon is a landmark
opportunity to bring Allied Esports’ vision for the future of competitive gaming to Simon's world class property network,”
said Lyle Berman, Director of Black Ridge. “As we work to close the transaction combining our NASDAQ-listed Black Ridge Acquisition
Corp. with Allied Esports and WPT, the significant investment by Simon would be a testament to our unrivaled plans and to the opportunity
Simon sees to participate in this growing industry."
In addition, Allied Esports and Simon will
this year launch The Simon Cup, a groundbreaking, co-branded esports competition and gaming tournament festival combining online
and in-person elements into a uniquely integrated content format. The activation includes regional tournament events at select
Simon centers in the New York and Los Angeles markets, culminating in a Grand Final at the iconic HyperX Esports Arena Las Vegas.
“Simon’s commitment and investment
in our growing esports ecosystem will immediately strengthen our foundation for creating live experiences and compelling content
for gamers and fans around the world,”
said Frank Ng, co-CEO of Ourgame, owner
of Allied Esports. “
We are thrilled for the opportunity to work closely with the forward-thinking team at Simon to
design specialized mall-based esports concepts that we hope will attract new audiences and partners through their network and enhance
our global presence.”
Purchase Details
Assuming the parties execute a definitive
agreement for the transaction, Simon would purchase $5 million of newly issued shares of Black Ridge Acquisition Corp. at a price
equal to the price at which Black Ridge shareholders can have their shares converted for a pro rata portion of the Black Ridge
trust account upon closing of the Business Combination; however, the dollar amount of newly issued shares will be reduced by the
dollar amount Simon spends, at its sole option, purchasing shares of common stock of Black Ridge Acquisition Corp. in open market
or privately negotiated transactions. Simon has agreed not to seek conversion of any shares it purchases pursuant to this investment
at the meeting called to approve the Business Combination. In consideration of the purchase commitment, Black Ridge would issue
to Simon on closing of the Business Combination one additional share of Black Ridge common stock for every ten (10) shares that
are purchased pursuant to the purchase commitment and a warrant to purchase one (1) share of Black Ridge common stock for every
two (2) shares purchased pursuant to the purchase commitment. For additional information on the transaction, see Black Ridge’s
Current Report on Form 8-K, which will be filed promptly and which can be obtained, without charge, on the Securities and Exchange
Commission's website (http://www.sec.gov).
About Simon
Simon is a global leader in the ownership
of premier shopping, dining, entertainment and mixed-use destinations and an S&P 100 company (Simon Property Group,
NYSE:SPG). Our properties across North America, Europe and Asia provide community gathering places for
millions of people every day and generate billions in annual sales. For more information, visit simon.com.
About Allied Esports
Named to Fast Company’s World’s
Most Innovative Companies list for 2019, Allied Esports is a premier esports entertainment company with a global network of dedicated
esports properties and content production facilities. Its mission is to connect players, streamers and fans via integrated arenas
and mobile esports trucks around the world that serve as both gaming battlegrounds and everyday content generation hubs. Allied
Esports is a subsidiary of Ourgame International (SEHK:899), owner of WPT Enterprises, Inc., the operator of The World Poker Tour®.
Ourgame has entered into an agreement with Black Ridge Acquisition Corp. (NASDAQ: BRAC) to combine, once all applicable shareholder
and regulatory consents have been obtained, Allied Esports and the World Poker Tour to form Allied Esports Entertainment, Inc.
Through direct operation and affiliate
relationships via the Allied Esports Property Network, the first esports venue affiliate program available to partners looking
to open new esports facilities around the world, Allied Esports’ locations currently include 11 properties in the top three
esports markets across the globe: North America’s HyperX Esports Arena Las Vegas; HyperX Esports Truck “Big Meta”;
Esports Arena Orange County and Esports Arena Oakland; Europe’s Esports Truck “Big Betty” and HyperX Esports
Studio in Hamburg, Germany; and China’s Lianmeng Dianjing in Beijing, Lianmeng Dianjing SEG Arena in Shenzhen, Lianmeng Dianjing
Tianjin Arena, Lianmeng Dianjing Gui’an Arena and Lianmeng Dianjing LGD Gaming Hangzhou Arena. The Allied Esports Property
Network’s 12th property, run by Fortress Esports, is expected to open in Melbourne, Australia in 2019. For more information
about Allied Esports and its global network of properties, visit AlliedEsports.gg and follow @AlliedEsports.
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.
Forward-Looking Statements
This communication contains “forward-looking
statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may relate to the proposed transactions between Simon, Allied Esports
and Black Ridge Acquisition Corp. including the negotiation and execution of definitive agreements relating to the transactions
between the parties, the purchase of shares of Black Ridge Acquisition Corp. by Simon Property Group and achieving the desired
results of the strategic alliance between the parties. Forward-looking statements may also relate to the proposed transaction between
Black Ridge Acquisition Corp. and Ourgame International Holdings Limited (the “Proposed Transaction”) and any other
statements relating to future results, strategy and plans of Black Ridge and Ourgame (including certain projections and business
trends, and statements which may be identified by the use of the words “plans”, “expects” or “does
not expect”, “estimated”, “is expected”, “budget”, “scheduled”, “estimates”,
“forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases or state that certain actions, events or results “may”, “could”,
“would”, “might”, “projects”, “will” or “will be taken”, “occur”
or “be achieved”). Forward-looking statements are based on the opinions and estimates of management of Black
Ridge or Ourgame, as the case may be, as of the date such statements are made, and they are subject to known and unknown risks,
uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements
to be materially different from those expressed or implied by such forward-looking statements. Additional information
on these and other factors that may cause actual results and Black Ridge’s performance to differ materially is included in
Black Ridge’s definitive proxy statement relating to the Business Combination and Black Ridge’s other periodic reports
filed with the SEC, including but not limited to Black Ridge’s Form 10-K for the year ended December 31, 2018. Copies
may be obtained by contacting Black Ridge or the SEC. Readers are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. These forward-looking statements are made only as of the date hereof, and
Black Ridge undertakes no obligations to update or revise the forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
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 Ourgame, and their respective
directors and executive officers, may be deemed participants in the solicitation of proxies of Black Ridge stockholders in
respect of the 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 of Ourgame 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.
# # #
Media Contact:
Brian Fisher
Allied Esports
brian@alliedesports.com
Investor Contact:
Lasse Glassen
Addo Investor Relations
lglassen@addoir.com
424-238-6249
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