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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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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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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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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(2) Form,
Schedule or Registration Statement No.:
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Party:
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Filed:
This filing consists of the attached press release issued by
Black Ridge Acquisition Corp. on July 5, 2019.
Black Ridge Acquisition Corp. Announces
Intention to Further Adjourn Special Meeting of Stockholders Relating to Proposed Business Combination to Allow for Extension Vote
-- Special Meeting of Stockholders Relating
to Proposed Business Combination Now to be Held on July 22, 2019
-- Stockholders Wishing to Remain Holders
through Extended Period Must Withdraw any Previous Conversion Request
Minneapolis, Minn. July 5, 2019
– Black Ridge
Acquisition Corp. (NASDAQ: BRAC), a public acquisition vehicle (“Black Ridge”), today announced that it intends to
further adjourn its Special Meeting of Stockholders (the “Special Meeting”) relating to its proposed business combination
with Allied Esports and the World Poker Tour. The adjournment will allow BRAC to hold a vote on its previously announced proposal
to extend the time period it has to consummate the proposed business combination through August 10, 2019. The Special Meeting for
the proposed business combination is now expected to be held on July 22, 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.
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
and adjourned until July 8, 2019. The record date for determination of stockholders entitled to vote at the Special Meeting, including
at all adjournments thereof, remains June 10, 2019.
The vote for the extension will be held on July 9, 2019. If
the extension proposal is approved, Black Ridge Oil & Gas, Inc., BRAC’s sponsor, has agreed to loan $30,000 to BRAC to
be placed in trust for the benefit of each public share that is not converted in connection with the stockholder vote to approve
the extension. Accordingly, if the maximum number of shares permitted to be converted as described in the proxy statement are converted,
the amount contributed into the trust account per share will be $0.062; alternatively, if no shares are converted, the amount contributed
per share will be approximately $0.002.
Stockholders who previously requested conversion of their shares
for a pro rata portion of BRAC’s trust account in connection with the upcoming vote on the business combination but who wish
to remain holders through the extended date are instructed to contact BRAC’s transfer agent to withdraw their conversion
request at the following:
Mr. Mark Zimkind
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York
10004 E-mail: mzimkind@continentalstock.com
Holders can also contact BRAC’s proxy solicitor with questions
at the following:
Morrow Sodali LLP
70 West Avenue
Stamford CT 06902
Tel: (800) 662-5200 or banks and brokers can call collect at (203) 658-9400
Email: BRAC.info@morrowsodali.com
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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