Item 1.01
Entry into a Material Definitive Agreement.
On August 5, 2019, Black Ridge Acquisition
Corp. (the “Company”) entered into an amendment (the “Amendment”) to the previously announced Agreement
and Plan of Merger, dated as of December 19, 2018 (the “Agreement”), by and among the Company, Black Ridge Merger Sub
Corp. (“Merger Sub”), Allied Esports Media, Inc. (f/k/a Allied Esports Entertainment, Inc.) (“AEM”), Noble
Link Global Limited (“Noble”), Ourgame International Holdings Ltd. (“Ourgame”), and Primo Vital Ltd. (“Primo”).
The Amendment reduces the closing condition originally contained in the Agreement requiring the Company to have minimum cash on
hand following the proper exercise of conversion rights by the holders of public shares from at least $80,000,000 to $22,000,000.
The Agreement also originally provided for the Company to repay $35,000,000 of indebtedness of Allied Esports and the World Poker
Tour owed to Ourgame in cash at the closing of the transactions (the “Closing”). Pursuant to the Amendment, the parties
agreed that instead of paying the full $35,000,000 in cash at the Closing, the Company would (i) assume $10,000,000 of the debt
obligations of Ourgame and Noble (including an additional $1,200,000 of accrued interest) and (ii) repay Ourgame the remaining
balance of $23,800,000by paying $3,500,000 in cash to Ourgame and its designees, issuing to Ourgame and its designees 2,928,679
shares of the Company’s common stock and Ourgame retaining $1,000,000 of the proceeds of such loans to pay its transaction
expenses incurred in the Merger. In connection with entering into the Amendment, Black Ridge Oil & Gas, Inc., the Company’s
sponsor (the “Sponsor”), agreed to transfer an aggregate of 600,000 shares of the Company’s common stock held
by it to Ourgame.
In connection with the execution of the
Amendment, the parties entered into an amendment and acknowledgment agreement (“Acknowledgment Agreement”) whereby
the terms of the previously issued convertible notes (“Notes”) of Allied Esports and WPT (collectively “AEII/WPT”)
whereby bridge holders provided $14 million to be used for the operations of AEII/WPT were amended. Pursuant to the Acknowledgement
Agreement, the bridge holders have agreed to defer repayment of the Notes to one year and two weeks following the Closing (the
“Maturity Date”). In consideration of agreeing to the deferred repayment, the bridge holders will be paid an additional
six months of interest (i.e., a total of 18 months interest) to the extent any bridge holder elects not to convert their Note to
equity. The Company has agreed to assume the debt under the Notes as part of the mergers contemplated by the Agreement, and agreed
that the debt will be secured by all the assets of the Company following the Closing. The Sponsor has also agreed that it will
not make any further transfer of its securities of the Company, subject to certain exceptions, until the debt is repaid. The Notes
are convertible at any time by a holder between the Closing and the Maturity Date at the “Conversion Price.” The “Conversion
Price” is the lesser of $8.50 per share or the price at which shares are issued to Ourgame or its affiliates in connection
with the mergers.
On August 5, 2019,
the Company and the Sponsor also entered into several additional share purchase agreements with several third parties. The form
of the Purchase Agreements was the same form of purchase agreement that was previously executed by the Company on July 17, 2019
with Lyle Berman, a director of the Company and the Sponsor and Morris Goldfarb, a stockholder of the Sponsor, as previously reported
on by the Company in a Current Report on Form 8-K filed on July 19, 2019. All of such purchase agreements are hereafter collectively
referred to as the “Purchase Agreements” and all of the purchasers are hereafter referred to collectively as the “Purchasers.”
Pursuant to the Purchase Agreements, the Purchasers have agreed to purchase an aggregate of $18,000,000 of shares of the Company’s
common stock in open market or privately negotiated transactions. If the Purchasers are unable to purchase the full $18,000,000
of shares of common stock in open market or privately negotiated transactions, the Company will issue to the Purchasers newly issued
shares at the Closing at a per-share price equal to the per-share amount held in the Company’s trust account (currently approximately
$10.30 per share), and having an aggregate value equal to the difference between $18,000,000 and the dollar amount of shares purchased
by them in the open market or in privately negotiated transactions. One of the agreements also contains certain restrictions on
the use of cash from the purchase. At the Closing, the Company has agreed to issue to the Purchasers 1.5 shares of common stock
for every 10 shares purchased by them under the Purchase Agreements. Additionally, the Sponsor has agreed to transfer an aggregate
of 720,000 shares held by it to the Purchasers. Pursuant to the Purchase Agreements, the Company is required to file a registration
statement with the SEC as promptly as practicable following Closing to register the resale of any securities purchased by the Purchasers
that are not already registered and cause such registration statement to become effective as soon as possible.
The foregoing summaries
of the Amendment, the Acknowledgement Agreement and the Purchase Agreements are qualified in their entirety by reference to such
agreements, the forms of which are attached as exhibits hereto and are incorporated herein by reference.