Current Report Filing (8-k)
July 09 2019 - 4:02PM
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):
July
9, 2019
BLACK
RIDGE ACQUISITION CORP.
(Exact Name of Registrant as Specified in
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 (
see
General Instruction A.2. below):
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[_]
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[_]
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[_]
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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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[_]
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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:
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
☒
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 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 5.07 is
incorporated by reference in this item to the extent required herein.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws
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The information included in Item 5.07 is
incorporated by reference in this item to the extent required herein.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On July 9, 2019, Black
Ridge Acquisition Corp. (the “
Company
”) held a special meeting of its stockholders (the “
Meeting
”).
At the Meeting, the Company’s stockholders considered the following proposal:
1.
A proposal to adopt and approve an amendment to the Company’s amended and restated certificate of incorporation (the
“
charter
”) to extend the date that the Company has to consummate a business combination (the “
Extension
”)
to August 10, 2019. The following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s
stockholders:
For
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Against
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Abstain
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Broker Non-Votes
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12,312,704
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2,170,573
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200,000
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0
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In connection with this vote, the holders of 9,246,727
shares of the Company’s common stock properly exercised their right to convert their shares into cash at a conversion
price of approximately $10.29 per share. In connection with the Extension, Black Ridge Oil & Gas, Inc., the
Company’s sponsor, loaned $30,000 to the Company to be placed in trust for the benefit of the public shares that were
not converted. The loan is non-interest bearing and is evidenced by a promissory note issued by the Company on the same date.
The Company filed the amendment to the
charter with the Secretary of State of the State of Delaware on July 9, 2019.
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: July 9, 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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