Announces Execution of Additional Purchase
Agreements and Amendment to Merger Agreement Stockholder Vote
Scheduled for August 9, 2019
Black Ridge Acquisition Corp. (NASDAQ: BRAC), a public
acquisition vehicle (“Black Ridge”), today provided an update on
the previously announced definitive merger agreement (“Merger
Agreement”) whereby Black Ridge will acquire two of Ourgame
International Holdings Ltd (“Ourgame”) global esports and
entertainment assets, Allied Esports International, Inc. (“Allied
Esports”) and WPT Enterprises, Inc. (“WPT”).
In connection with the proposed transaction, Black Ridge has
executed purchase agreements with several third parties providing
for such third parties to purchase an aggregate of $18,000,000 of
shares of Black Ridge common stock in the open market or in
privately negotiated transactions.
Black Ridge also announced that it has entered into an amendment
to the Merger Agreement to, among other things, reduce the closing
condition requiring Black Ridge to have a minimum amount of cash on
hand following the proper exercise of conversion rights by the
holders of public shares from $80,000,000 to $22,000,000 and to
revise certain terms of the previously disclosed required repayment
of $35,000,000 of debt obligations held by Ourgame.
The special meeting of Black Ridge stockholders to vote on the
proposed business combination will now be held on August 9, 2019.
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.
Pursuant to the purchase agreements, at the closing of the
business combination with Allied Esports and WPT, Black Ridge will
issue to the purchasers 1.5 shares of Black Ridge common stock for
every 10 shares purchased by them under the purchase agreements.
Additionally, Black Ridge Oil & Gas, Inc. (“BROG”), Black
Ridge’s sponsor, will transfer to the purchasers an aggregate of
approximately 720,000 shares of Black Ridge common stock owned by
BROG.
A Current Report on Form 8-K and a supplement to the proxy
statement relating to the proposed transaction will be filed with
the SEC prior to the special meeting of stockholders to provide
additional information relating to the foregoing transactions.
Black Ridge also announced that it may explore effectuating
amendments to its outstanding warrants following the closing of the
business combination to make them more attractive to holders,
including but not limited to seeking to lower the exercise price of
such warrants. However, there can be no assurance that such
amendments will be considered or, if considered, that they will be
proposed or approved.
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. When used in this press
release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20190806005552/en/
Investor Contact: Lasse Glassen Addo Investor Relations
lglassen@addoir.com 424-238-6249
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