Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

 

(AMENDMENT NO. 2)

 

 

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

Check the appropriate box:

ý Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material under § 240.14a-12

 

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)

¨ No fee required.
ý Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

 

(1)Title of each class of securities to which transaction applies:

 

Common stock, par value $0.0001 per share, and warrants to purchase common stock

 

(2)Aggregate number of securities to which transaction applies:

 

15,448,907 shares of common stock and 3,800,003 warrants

 

(3)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):

 

$10.1175 per share and $0.29 per warrant

 

(4)Proposed maximum aggregate value of transaction:

 

$156,828,795.38

 

(5)Total fee paid:

 

$ 19,007.65

 

 

ý Fee paid previously with preliminary materials.

¨ 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.

(1)                Amount Previously Paid:

 

 

(2)                Form, Schedule or Registration Statement No.

 

 

(3)                Filing Party:

 

 

(4)                Date Filed:

 

   

 

 

SUBJECT TO COMPLETION, DATED MAY __, 2019

 

BLACK RIDGE ACQUISITION CORP.
c/o Black Ridge Oil & Gas, Inc.

110 North 5th Street, Suite 410

Minneapolis, MN 55403


 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2019

 

TO THE STOCKHOLDERS OF BLACK RIDGE ACQUISITION CORP.

 

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Black Ridge Acquisition Corp. (“BRAC” or “us” or “we”), a Delaware corporation, will be held at [●] a.m. eastern time, on [●], 2019 at the offices of Graubard Miller, BRAC’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174. You are cordially invited to attend the special meeting, which will be held for the following purposes:

 

(1)to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of December 19, 2018 (the “Agreement”), by and among BRAC, 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”), pursuant to which, among other things, Noble will merge with and into AEM (the “Redomestication Merger”) with AEM being the surviving entity of the Redomestication Merger, and immediately after the Redomestication Merger, Merger Sub will merge with and into AEM (the “Transaction Merger”), with AEM being the surviving entity of the Transaction Merger and becoming a wholly-owned subsidiary of BRAC, as described in more detail in this proxy statement, and to approve the transactions contemplated by the Agreement, including the issuance of the merger consideration thereunder (collectively, the “business combination”) – we refer to this proposal as the “Merger Proposal.”

 

(2)to consider and vote upon separate proposals to approve amendments to the amended and restated certificate of incorporation of BRAC, effective following the business combination, to (i) change the name of BRAC from “Black Ridge Acquisition Corp.” to “Allied Esports Entertainment, Inc.”; (ii) increase the number of authorized shares of BRAC Common Stock from 35,000,000 shares to 65,000,000 shares; and (iii) remove provisions that will no longer be applicable to BRAC after the business combination — we refer to these proposals collectively as the “Charter Proposals.”

 

(3)to elect 11 directors who, upon consummation of the business combination, will be the directors of BRAC — we refer to this proposal as the “Director Election Proposal.”

 

(4)to consider, vote upon and adopt an equity incentive plan to be effective upon consummation of the business combination— we refer to this proposal as the “Incentive Plan Proposal.”

 

(5)to consider and vote upon a proposal to adjourn the special meeting to a later date or dates if it is determined by the officer presiding over the special meeting that more time is necessary for BRAC to consummate the business combination — we refer to this proposal as the “Adjournment Proposal.”

 

These items of business are described in the attached proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of BRAC common stock at the close of business on [●], 2019 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

 

 

 

 

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After careful consideration, BRAC’s board of directors has determined that the Merger Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal, and the Adjournment Proposal are fair to and in the best interests of BRAC and its stockholders, and unanimously recommends that you vote or give instruction to vote “FOR” the Merger Proposal, “FOR” each of the Charter Proposals, “FOR” the election of all of the persons nominated for election as directors, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal, if presented.

 

Under the Agreement, the approval of the Merger Proposal, Charter Proposals and Director Election Proposal are conditions to the consummation of the business combination. Accordingly, if any one of the Merger Proposal, Charter Proposals or Director Election Proposal is not approved, the business combination will not occur unless the parties waive this condition to closing the business combination.

 

All BRAC stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of BRAC common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker or bank.

 

A complete list of stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

 

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

 

Thank you for your participation. We look forward to your continued support.

 

By Order of the Board of Directors

 

/s/ Ken DeCubellis
Ken DeCubellis
Chairman of the Board and Chief Executive Officer

[●], 2019

 

 

ALL BRAC PUBLIC STOCKHOLDERS HAVE THE RIGHT TO HAVE THEIR SHARES CONVERTED INTO CASH IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION. PUBLIC STOCKHOLDERS ARE NOT REQUIRED TO AFFIRMATIVELY VOTE FOR OR AGAINST THE MERGER PROPOSAL IN ORDER TO HAVE THEIR SHARES CONVERTED INTO CASH. THIS MEANS THAT ANY PUBLIC STOCKHOLDER HOLDING SHARES OF BRAC COMMON STOCK MAY EXERCISE CONVERSION RIGHTS REGARDLESS OF WHETHER THEY VOTE ON THE MERGER PROPOSAL OR IF THEY ARE A HOLDER OF RECORD ON THE RECORD DATE. TO EXERCISE CONVERSION RIGHTS, HOLDERS MUST TENDER THEIR STOCK TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, BRAC’S TRANSFER AGENT, NO LATER THAN TWO (2) DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR STOCK BY EITHER DELIVERING YOUR STOCK CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING CONTINENTAL STOCK TRANSFER & TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR CONVERSION RIGHTS. SEE “SPECIAL MEETING OF BRAC STOCKHOLDERS — CONVERSION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

 

This proxy statement is dated [●], 2019 and is first being mailed to Black Ridge Acquisition Corp. stockholders on or about [●], 2019.

 

 

 

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TABLE OF CONTENTS

 

SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS   1
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS   3
SUMMARY OF THE PROXY STATEMENT   10
SELECTED HISTORICAL FINANCIAL INFORMATION   23
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION   26
COMPARATIVE PER SHARE DATA   27
RISK FACTORS   28
FORWARD-LOOKING STATEMENTS   50
SPECIAL MEETING OF STOCKHOLDERS   51
THE MERGER PROPOSAL   56
THE AGREEMENT   77
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS   86
THE CHARTER PROPOSALS   97
THE DIRECTOR ELECTION PROPOSAL   100
THE INCENTIVE PLAN PROPOSAL   119
THE ADJOURNMENT PROPOSAL   125
OTHER INFORMATION RELATED TO BRAC   126
BUSINESS OF ALLIED ESPORTS AND WPT   134
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ALLIED ESPORTS AND WPT   142
BENEFICIAL OWNERSHIP OF SECURITIES   156
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS   159
PRICE RANGE OF BRAC SECURITIES AND DIVIDENDS   162
APPRAISAL RIGHTS   162
STOCKHOLDER PROPOSALS   162
OTHER STOCKHOLDER COMMUNICATIONS   163
INDEPENDENT AUDITORS   163
DELIVERY OF DOCUMENTS TO STOCKHOLDERS   163
WHERE YOU CAN FIND MORE INFORMATION   163
INDEX TO FINANCIAL STATEMENTS   F-1

 

Annex A - AGREEMENT AND PLAN OF REORGANIZATION, dated as of December 29, 2018

Annex B - OPINION OF CRAIG-HALLUM

Annex C -2019 EQUITY INCENTIVE PLAN

Annex D - AMENDED AND RESTATED CHARTER

 

 

 

 

 

 

 

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SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

 

·The parties to the Agreement and Plan of Reorganization (the “Agreement”) are Black Ridge Acquisition Corp. (“BRAC”), Black Ridge Merger Sub Corp., a Delaware wholly-owned subsidiary of BRAC (“Merger Sub”), Allied Esports Media, Inc. (f/k/a Allied Esports Entertainment, Inc.), a Delaware corporation (“AEM”), Noble Link Global Limited, a British Virgin Islands exempted company that is a wholly-owned subsidiary of Ourgame (“Noble”), Ourgame International Holdings Ltd., a Cayman Islands company (“Ourgame”), and Primo Vital Ltd., a British Virgin Islands exempted company that is a wholly-owned subsidiary of Ourgame (“Primo”).

 

·Subject to the Agreement, Noble will merge with and into AEM (the “Redomestication Merger”) with AEM being the surviving entity of the Redomestication Merger, and immediately after the Redomestication Merger, Merger Sub will merge with and into AEM (the “Transaction Merger” and together with the Redomestication Merger, the “Mergers”), with AEM being the surviving entity of the Transaction Merger and becoming a wholly-owned subsidiary of BRAC. See the section titled “The Merger Proposal – Structure of the Transactions.” In connection with the Mergers, BRAC will change its name to “Allied Esports Entertainment, Inc.”

 

·The Mergers will result in BRAC acquiring two of Ourgame’s global esports and entertainment assets, Allied Esports (“Allied Esports”) and the entities which together comprise the World Poker Tour® (hereinafter collectively referred to as “WPT”). Allied Esports is a premier esports entertainment company with a global network of dedicated esports properties and content production facilities. WPT is the creator of the World Poker Tour – the premier name in internationally televised gaming and entertainment with brand presence in land-based tournaments, television, online and mobile. The proposed transaction will seek to strategically combine the globally recognized Allied Esports brand with the three-pronged business model of the iconic World Poker Tour, featuring in-person experiences, multiplatform content and interactive services, to leverage the high-growth opportunities in the global esports industry. See the section titled “Business of Allied Esports and WPT.”

 

·

Upon consummation of the Mergers, BRAC will issue to the former owners of Allied Esports and WPT (i) an aggregate of 11,602,754 shares of the common stock of BRAC, par value $0.0001 per share (“BRAC Common Stock”) and (ii) an aggregate of 3,800,003 five-year warrants to purchase BRAC Common Stock at a price per share of $11.50 (“BRAC Warrants”), which warrants will be identical to BRAC’s outstanding public warrants. Additionally, the former owners of Allied Esports and WPT will be entitled to receive their pro rata portion of an aggregate of an additional 3,846,153 shares of BRAC Common Stock if the last sales price of the BRAC Common Stock reported on the Nasdaq Capital Market equals or exceeds $13.00 per share (as adjusted for stock splits, dividends, and the like) for 30 consecutive trading days at any time during the five-year period after the consummation of the Mergers. See the section titled “The Merger Proposal – Structure of the Transactions.”

 

  

· Additionally, BRAC is obligated to issue an aggregate of up to 470,588 shares of common stock of BRAC and warrants to purchase an aggregate of up to an additional 152,000 shares of common stock of BRAC to certain debtholders of Noble and AEM as a result of BRAC assuming certain obligations in connection with Noble’s and AEM’s recent $4 million interim financing. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Allied Esports and WPT.

  

·To provide a source of funds for payment to BRAC with respect to certain post-closing rights to indemnification under the Agreement, the parties have agreed to place into escrow with Continental Stock Transfer & Trust Company acting as escrow agent an aggregate of 1,160,278 shares of BRAC Common Stock and 379,996 of the BRAC Warrants issuable at closing of the Mergers. Claims for indemnification may be asserted once damages exceed a $500,000 threshold and will be reimbursable to the full extent of the damages from dollar one; provided that such reimbursement will not exceed the amount of shares and warrants in escrow. The shares and warrants in escrow will be released to the former owners of Allied Esports and WPT on the date that is one year from the closing date of the Mergers, less that portion of the shares and warrants applied in satisfaction of, or reserved with respect to, indemnification claims made prior to such date, if any. See the section titled “The Merger Proposal – Indemnification.”

 

 

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·In addition to voting on the Merger Proposal, the BRAC stockholders will vote on the following separate proposals to approve amendments to BRAC’s amended and restated certificate of incorporation, effective following the Mergers, to (i) change the name of BRAC from “Black Ridge Acquisition Corp.” to “Allied Esports Entertainment, Inc.”; (ii) increase the number of authorized shares of BRAC Common Stock from 35,000,000 shares to 65,000,000 shares; and (iii) remove provisions that will no longer be applicable to BRAC after the Mergers. BRAC’s shareholders will also vote on proposals to elect 11 directors who, upon consummation of the Mergers, will be the directors of BRAC, to approve an equity incentive plan effective upon consummation of the Mergers (the “Incentive Plan”) and to approve, if necessary, an adjournment of the special meeting. See the sections entitled “The Charter Proposals,” “The Director Election Proposal,” “The Incentive Plan Proposal,” and “The Adjournment Proposal.”

 

·Ourgame will submit to the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) a circular to be used for the purpose of soliciting proxies from shareholders of Ourgame to vote in favor of the Agreement and the Transaction Merger. In connection with the signing of the Agreement, shareholders of Ourgame who hold in excess of 50% of the voting securities of Ourgame have given irrevocable undertakings whereby such shareholders agreed, among other matters, to vote in favor of the Agreement and the Transaction Merger at the Ourgame shareholder meeting. The circular and the Transaction merger will be subject to the clearance and approval by the Hong Kong Stock Exchange pursuant to its Listing Rules.

 

·The Agreement provides that BRAC, AEM, Ourgame, or Noble may terminate the Agreement if the Mergers have not been consummated by July 10, 2019, or such later date as may be approved by the BRAC stockholders in an amendment to BRAC’s amended and restated certificate of incorporation. Additionally, the transactions shall not be consummated if BRAC’s stockholders do not approve the Merger Proposal, Charter Proposals and Director Election Proposal, or if Ourgame’s stockholders do not approve the Agreement and Transaction Merger, or if BRAC has less than $5,000,001 of net tangible assets upon consummation of the Mergers and following the proper exercise of conversion rights by the holders of BRAC’s shares sold in its initial public offering (“public shares”). Additionally, the Agreement may be terminated, among other reasons, by (i) BRAC upon a material breach of the Agreement by AEM, Ourgame or Noble, or (ii) by AEM, Ourgame or Noble upon material breach of the Agreement by BRAC. AEM, Ourgame or Noble may also terminate the Agreement if BRAC has less than $80,000,000 of cash on hand following the proper exercise of conversion rights by the holders of public shares. See the section titled “The Agreement — Termination.”

 

·After the Mergers, if management’s nominees are elected, the directors of BRAC will be Lyle Berman (Chairman of the Board), Ken DeCubellis, Bradley Berman, Benjamin Oehler, and Joseph Lahti, who were nominated by BRAC, and Eric Yang (Vice Chairman), Frank Ng, Adam Pliska, Maya Rogers, Dr. Kan Hee Anthony Tyen and Ho min Kim, who were nominated by Ourgame. See the section titled “The Director Election Proposal.”

 

·After the Mergers, the executive officers of BRAC will be Frank Ng, Chief Executive Officer, Adam Pliska, President, Ken DeCubellis, Chief Financial Officer, David Moon, Chief Operating Officer, and James Moe, Chief Accounting Officer. It is anticipated that BRAC will enter into employment agreements with each of these individuals in connection with the consummation of the transactions. See the section titled “The Director Election Proposal.”

 

·Prior to the Mergers, the shareholders of AEM and WPT immediately prior to the consummation of the Mergers will enter into lock-up agreements, pursuant to which they will agree to not, subject to certain exceptions, transfer, sell, tender or otherwise dispose of the shares of BRAC Common Stock and BRAC Warrants they will receive for a period from the closing of the Mergers as follows: (i) with respect to 50% of their BRAC Common Stock and BRAC Warrants, the earlier of one year after the closing of the Merger and the date on which the closing sale price of BRAC Common Stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the closing of the Merger and, (ii) with respect to the remaining 50% of their BRAC Common Stock and BRAC Warrants, one year after closing of the Mergers, or earlier in each case if, subsequent to the Mergers, the combined company consummates a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all stockholders having the right to exchange their shares of common stock for cash, securities, or other property. See the section titled “The Merger Proposal — Sale Restriction.”

 

·On or prior to the closing of the Mergers, Eric Yang Qing, on behalf of the recipients of the shares of BRAC Common Stock and BRAC Warrants to be issued in the Mergers, will enter into a Registration Rights Agreement with BRAC providing such holders with certain demand and piggy-back registration rights with respect to such securities. See the section titled “The Merger Proposal – Registration Rights.”

 

 

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

 

Q.   Why am I receiving this proxy statement?   A.  

The parties have agreed to a business combination under the terms of the Agreement and Plan of Reorganization, dated as of December 19, 2018, that is described in this proxy statement. This Agreement and Plan of Reorganization is referred to as the “Agreement.” A copy of the Agreement is attached to this proxy statement as Annex A, and we encourage you to read it in its entirety. You are being asked to consider and vote upon a proposal to adopt the Agreement, which, among other things, provides for the Redomestication Merger and the Transaction Merger, resulting in BRAC acquiring two of Ourgame’s global esports and entertainment assets, Allied Esports and WPT.

             
            In addition to voting on the transactions contemplated by the Agreement, you are being asked to consider and vote on separate proposals to approve amendments to our amended and restated certificate of incorporation, effective following the business combination, to (i) change the name of BRAC from “Black Ridge Acquisition Corp.” to “Allied Esports Entertainment, Inc.”; (ii) increase the number of authorized shares of BRAC Common Stock from 35,000,000 shares to 65,000,000 shares; and (iii) remove provisions that will no longer be applicable to BRAC after the Mergers. You are also being asked to consider and vote on proposals to elect 11 directors who, upon consummation of the Mergers, will be the directors of BRAC, to approve the Incentive Plan, and to approve, if necessary, an adjournment of the special meeting. See the sections titled “The Charter Proposals,” “The Director Election Proposal ,” “The Incentive Plan Proposal” and “The Adjournment Proposal.”
             
           

Under the Agreement, the approval of the Merger Proposal, Charter Proposals and Director Election Proposal are conditions to the consummation of the Mergers. Accordingly, if any one of the Merger Proposal, Charter Proposals or Director Election Proposal is not approved, the Mergers will not occur.

             
           

BRAC will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement contains important information about the proposed transactions and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

             
            The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement.

 

 

 

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Q.   Why is BRAC proposing the Mergers?   A.   BRAC was organized to effect a merger, capital stock exchange, asset acquisition, or other similar business combination with one or more businesses or entities.

             
            On October 10, 2017, BRAC completed its initial public offering of 12,000,000 units, with each unit consisting of one share of its common stock, one right to receive one-tenth (1/10) of one share of common stock upon the consummation of a business combination, and one redeemable warrant to purchase one share of common stock. Concurrently with the initial public offering, BRAC completed the private placement of 400,000 units which were identical to the units sold in the initial public offering except that the warrants underlying such units were non-redeemable and exercisable on a cashless basis. On October 18, 2017, BRAC completed the sale of an additional 1,800,000 units pursuant to the underwriters’ exercise in full of their overallotment option and an additional 45,000 private placement units. As a result, a total of $138,690,000 of the net proceeds of the initial public offering and private placement (or $10.05 per public share) was placed in a trust account, to be held until the consummation of a business combination or the distribution of the trust account to the public shareholders. Since the initial public offering, BRAC’s activity has been limited to the evaluation of business combination candidates.
             
            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 gamers, streamers, and fans via integrated arenas and mobile esports trucks around the world that will serve as both gaming battlegrounds and content generation hubs.

 

WPT is the premier name in internationally televised gaming and entertainment. Leading innovation in the sport of poker since 2002, WPT ignited the global poker boom with the creation of a unique television show based on a series of high-stakes poker tournaments. WPT has broadcast globally in more than 150 countries and territories, and is currently producing its 17th season, which airs on FOX Sports Regional Networks in the United States.

 

Based on its due diligence investigations of Allied Esports, WPT, and the industry in which each operates, including financial and other information provided by AEM, WPT, Noble, and Ourgame in the course of the negotiations, we believe that the Mergers will provide BRAC stockholders with an opportunity to participate in a company with significant growth potential. However, there is no assurance of this. See the sections entitled “The Merger Proposal — BRAC’s Board of Directors’ and Advisors’ Reasons for Approval of the Business Combination” and “Risk Factors.”

             

 

 

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Q.   What will the former owners of Allied Esports and WPT receive pursuant to the Merger Agreement?   A.  

Pursuant to the Merger Agreement, upon consummation of the Mergers, BRAC will issue to the former owners of Allied Esports and WPT (i) an aggregate of 11,602,754 shares of BRAC Common Stock and (ii) an aggregate of 3,800,003 BRAC Warrants, which warrants will be identical to BRAC’s outstanding public warrants. Additionally, the former owners of Allied Esports and WPT will be entitled to receive their pro rata portion of an aggregate of an additional 3,846,153 shares of BRAC Common Stock if the last sales price of the BRAC Common Stock reported on the Nasdaq Capital Market equals or exceeds $13.00 per share (as adjusted for stock splits, dividends, and the like) for 30 consecutive trading days at any time during the five-year period after the consummation of the Mergers.

 

Additionally, BRAC is obligated to issue an aggregate of up to 470,588 shares of common stock of BRAC and warrants to purchase an aggregate of up to an additional 152,000 shares of common stock of BRAC to certain debtholders of Noble and AEM as a result of BRAC assuming certain obligations in connection with Noble’s and AEM’s recent $4 million interim financing.

             
Q.   Do I have conversion rights?   A.   If you are a holder of BRAC public shares, you have the right to have BRAC convert such shares into cash. We sometimes refer to these rights to convert public shares into a pro rata portion of the cash held in BRAC’s trust account as “conversion rights.”
             
           

Under our amended and restated certificate of incorporation, the transactions may only be consummated if BRAC has net tangible assets of at least $5,000,001 upon consummation of the Mergers and following payment to all holders of public shares who properly demand conversion of their shares into cash.

             
    How do I exercise my conversion rights?   A.   A holder of BRAC public shares may exercise conversion rights regardless of whether they vote on the Merger Proposal or if they are a holder of BRAC public shares on the record date. If you are a holder of public shares and wish to exercise your conversion rights, you must deliver your stock to BRAC’s transfer agent physically or electronically using the DWAC (Deposit Withdrawal at Custodian) System no later than two days prior to the Special Meeting. Any holder of public shares exercising conversion rights will be entitled to have his shares converted for a full pro rata portion of the amount then in the trust account (which is anticipated to be approximately $[●], or approximately $[●] per share, as of two business days prior to the date of the special meeting). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the Mergers. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of our public stockholders exercising conversion rights. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims.

 

 

 

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            Any request for conversion, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the Merger Proposal at the special meeting. If you deliver your shares for conversion to BRAC’s transfer agent and later decide prior to the special meeting not to elect conversion, you may request that BRAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting BRAC’s transfer agent at the phone number or address listed at the end of this section.
             
            If a holder of public shares requests conversion of his shares as described above, then, if the Mergers are consummated, we will convert these shares into a pro rata portion of funds deposited in the trust account. If you exercise your conversion rights, then you will be exchanging your shares of BRAC Common Stock for cash and will no longer be a stockholder of BRAC upon consummation of the Mergers.
             
            If you are a holder of public shares and you exercise your conversion rights, it will not result in the loss of any BRAC Warrants or BRAC rights that you may hold.
             
Q.  

Do I have appraisal rights if I object to the proposed business combination?

  A.   No. BRAC stockholders, warrant holders and right holders do not have appraisal rights in connection with the transactions under the General Corporation Law of the State of Delaware (“DGCL”).
             
Q.   What happens to the funds deposited in the trust account after consummation of the Mergers?   A.   We will cause the trust fund to be disbursed upon the consummation of the Mergers. All liabilities and obligations of BRAC due and owing or incurred shall be paid as and when due, including all amounts payable (i) to holders of public shares who elect to have their public shares converted to cash in accordance with the provisions of BRAC’s charter documents, (ii) for income tax or other tax obligations of BRAC prior to the closing, (iii) as repayment of loans and reimbursement of expenses to directors, officers and initial stockholders of BRAC and (iv) to third parties who have rendered services to BRAC in connection with its operations and efforts to effect a business combination, including a cash fee to EarlyBirdCapital, Inc. of $4,080,000 and a cash fee to Macquarie Capital (USA) Inc. of $6,260,000, assuming no conversions, for services rendered by them as advisors to us in connection with our business combination Additionally, BRAC will use $35,000,000 of the funds from the trust fund to repay certain indebtedness of Allied Esports and WPT owed to Ourgame.

 

 

 

 6 

 

 

Q.   What happens if a substantial number of public stockholders vote in favor of the Merger Proposal and exercise their conversion rights?   A.    

Pursuant to BRAC’s amended and restated certificate of incorporation, all holders of public shares may vote in favor of the Mergers and still exercise their conversion rights; provided that we may not consummate the Mergers if BRAC has less than $5,000,001 of net tangible assets upon consummation of the Mergers. Accordingly, the Mergers may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of conversions of public shares. With fewer public shares and public stockholders, the trading market for our shares following consummation of the Mergers may be less liquid than the market prior to the Mergers and we may not be able to meet the listing standards for Nasdaq or another national securities exchange. Notwithstanding the foregoing, AEM, Ourgame, and Noble are each entitled to terminate the Agreement if BRAC has less than $80,000,000 of cash on hand after payment of all amounts owed to holders of public shares who exercise their conversion rights in accordance with BRAC’s charter documents.

             
Q.   What happens if the Mergers are not consummated?   A.  

If the Mergers are not consummated by July 10, 2019, or such later date as approved by our stockholders in an amendment to BRAC’s amended and restated certificate of incorporation, either party may terminate the Agreement. If we are unable to consummate another business combination within the permitted time period, we must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to an amount then held in the trust account less taxes payable.

             
Q.   When do you expect the Mergers to be completed?   A.  

It is currently anticipated that the Mergers will be consummated promptly following the BRAC special meeting which is set for [●], 2019; however, such meeting could be adjourned, as described above in the Adjournment Proposal. For a description of the conditions for the completion of the Mergers, see the section entitled “The Agreement — Conditions to the Closing of the Mergers.”

             
Q.   What do I need to do now?   A.  

We urge you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Mergers will affect you as a stockholder and/or warrant holder of BRAC. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

             
Q.   How do I vote?   A.   If you are a holder of record of BRAC Common Stock on the record date, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee.

 

 

 

 7 

 

 

     
Q.  

If my shares are held in “street name,” will my broker, bank, or nominee automatically vote my shares for me?

  A.   No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee.
             
Q.   May I change my vote after I have mailed my signed proxy card?   A.  

Yes. Stockholders may send a later-dated, signed proxy card so that it is received by BRAC’s transfer agent prior to the vote at the special meeting or attend the special meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to BRAC’s transfer agent, which must be received prior to the vote at the special meeting.

             
Q.   What happens if I fail to take any action with respect to the meeting?   A.  

If you fail to take any action with respect to the meeting and the Mergers are approved by stockholders and consummated, you will continue to be a stockholder and/or warrant holder of BRAC. As a corollary, failure to deliver your stock certificate(s) to BRAC’s transfer agent (either physically or electronically) no later than two (2) days prior to the meeting means you will not have any right in connection with the Mergers to exchange your shares for a pro rata share of the funds held in BRAC’s trust account. If you fail to take any action with respect to the meeting and the Mergers are not approved, you will continue to be a stockholder and/or warrant holder of BRAC.

             
Q.   What will happen to the BRAC rights if the Mergers are completed?   A.  

Upon consummation of the Mergers, each BRAC right will automatically convert into one-tenth of one share of BRAC Common Stock.

             
Q.   What should I do with my stock, warrant and/or right certificates?   A.  

Warrant holders, right holders and those stockholders who do not elect to have their BRAC shares converted into the pro rata share of the trust account need not submit their certificates. Stockholders who exercise their conversion rights must deliver their stock certificates to BRAC’s transfer agent (either physically or electronically) prior to the vote at the meeting in order to properly exercise conversion rights.

             
Q.   What should I do if I receive more than one set of voting materials?   A.  

Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

             
Q.   Who can help answer my questions?   A.   If you have questions about the Mergers or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:
             
                     

 

 8 

 

 

         

Mr. James Moe

Black Ridge Acquisition Corp.

c/o Black Ridge Oil & Gas, Inc.

110 North 5th Street, Suite 410

Minneapolis, MN 55403

Tel: (952) 426-1241

             
     

Or

 

Morrow Sodali LLP

470 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

             
           

You may also obtain additional information about BRAC from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek conversion of your shares, you will need to deliver your stock (either physically or electronically) to BRAC’s transfer agent at the address below prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

             
           

Mr. Mark Zimkind

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

                     

 

 

 9 

 

 

SUMMARY OF THE PROXY STATEMENT

 

This summary highlights selected information from this proxy statement and does not contain all of the information that may be important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the Mergers, you should read this entire document carefully, including the Agreement attached as Annex A to this proxy statement. The Agreement is the legal document that governs the business combination and the transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement in the section titled “The Agreement.”

 

The Parties

 

BRAC

 

Black Ridge Acquisition Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, or other similar business combination with one or more businesses or entities. BRAC was incorporated under the laws of Delaware on May 9, 2017.

 

On October 10, 2017, BRAC consummated its initial public offering of 12,000,000 units, with each unit consisting of one share of common stock, one right to receive one-tenth (1/10) of one share of common stock upon the consummation of the business combination, and one warrant to purchase one share of common stock. Simultaneous with the closing of the initial public offering, BRAC consummated the sale of 400,000 units in a private placement to Black Ridge Oil & Gas, BRAC’s sole stockholder prior to the initial public offering. On October 18, 2017, in connection with the underwriters’ exercise of their over-allotment option in full, BRAC consummated the sale of an additional 1,800,000 public units and an additional 45,000 private units. The initial public offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-220516) that became effective on October 4, 2017.

 

The units from the initial public offering and from the private placement (each including the over-allotment option) were sold at an offering price of $10.00 per unit. An aggregate of $138,690,000 ($10.05 per public share) of the net proceeds of the initial public offering and simultaneous private placement was deposited into the trust account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

 

BRAC is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (or JOBS Act). As an emerging growth company, BRAC is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

 

In addition, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. BRAC has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, BRAC, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

 

 

 

 10 

 

 

BRAC could remain an emerging growth company until the last day of its fiscal year following October 10, 2022 (the fifth anniversary of the consummation of its initial public offering). However, if BRAC’s non-convertible debt issued within a three-year period exceeds $1 billion, or its total annual revenues exceed $1.07 billion or the market value of its shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, BRAC would cease to be an emerging growth company as of the following fiscal year.

 

BRAC’s units, common stock, rights and warrants are listed on Nasdaq under the symbols BRACU, BRAC, BRACR and BRACW, respectively.

 

BRAC’s executive offices are located at 110 North 5th Street, Suite 410, Minneapolis, Minnesota 55403, and its telephone number is (952) 426-1241. After the consummation of the transactions, BRAC’s principal executive office will be located at 1920 Main Street, Suite 1150, Irvine, California, 92614. Simultaneously with the closing of the Mergers, BRAC is expected to change its name to “Allied Esports Entertainment, Inc.”

 

Merger Sub

 

Black Ridge Merger Sub Corp. is a wholly-owned subsidiary of BRAC formed solely for the purpose of effectuating the Transaction Merger described herein. Merger Sub was incorporated in Delaware on December 17, 2018. Merger Sub owns no material assets and does not operate any business.

 

The mailing address of Merger Sub’s principal executive office is 110 North 5th Street, Suite 410, Minneapolis, Minnesota 55403, and its telephone number is (952) 426-1241. After the consummation of the transactions, Merger Sub will cease to exist.

 

Ourgame

 

Ourgame International Holdings Limited is publicly traded on the Hong Kong Stock Exchange main board with a stock code of 06899 and is a leading mind sports entertainment company with products, operations and investments across card and board games, mind sports and esports in China and globally. Ourgame is a pioneer of online card and board games in China, offering more than 200 online games, and is an industry leader in integrated online and offline platforms, reaching approximately 700 million registered users. Ourgame acquired WPT in 2015 and developed its esports business through Allied Esports, with arenas and operations in China, the United States and Europe. Ourgame was incorporated in the Cayman Islands on December 4, 2013.

 

The mailing address of Ourgame’s principal executive office is 17 Floor, Tower B, Fairmont Building, No. 1 Building, 33, Community Guangshun North Street, Chaoyang District, Beijing, China, and its telephone number is 86-10-82378118. After the consummation of the Mergers, Ourgame will continue to operate its business and will hold its investment in BRAC through its majority-owned subsidiary, Primo.

 

Primo

 

Primo Vital Limited is a majority-owned subsidiary of Ourgame that serves as the holding company for Ourgame’s ownership of AEM. Primo has no assets or operations other than serving as a holding company for Ourgame’s ownership of AEM. Primo was incorporated in the British Virgin Islands on February 13, 2018.

 

The mailing address of Primo’s principal executive office is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, VG 1110, British Virgin Islands, and its telephone number is 0086-10-82378118. After the consummation of the Mergers, Primo will continue to exist as Ourgame’s holding company for its shares in BRAC.

 

 

 

 11 

 

 

AEM

 

AEM is a majority-owned subsidiary of Primo, and serves as a holding company for the entities that comprise the Allied Esports business and the WPT business. AEM has no assets or operations. AEM was incorporated in Delaware on November 5, 2018.

 

The mailing address of AEM’s principal executive office is 1920 Main Street, Suite 1150, Irvine, California, 92614, and its telephone number is 949-225-2600. After the consummation of the Mergers, AEM will be a subsidiary of BRAC holding 100% of the Allied Esports and WPT businesses.

 

Noble

 

Noble Link Global Limited serves as the holding company for the entities that comprise the WPT business. Noble has no assets or operations other than serving as the holding company for the entities comprising the WPT business. Noble was incorporated in the British Virgin Islands on May 5, 2015.

 

The mailing address of Noble’s principal executive office is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands, and its telephone number is 0086-10-82378118. After the consummation of the Redomestication Merger, Noble will cease to exist and the WPT business will be owned through AEM.

 

The Merger Proposal

 

The Agreement provides, among other things, for the Redomestication Merger pursuant to which Noble will merge with and into AEM with AEM being the surviving entity, and immediately after the Redomestication Merger, the Transaction Merger will occur, in which Merger Sub will merge with and into AEM, with AEM being the surviving entity and becoming a wholly-owned subsidiary of BRAC.

 

Upon consummation of the Mergers, BRAC will issue to the former owners of Allied Esports and WPT (i) an aggregate of 11,602,754 shares of BRAC Common Stock and (ii) an aggregate of 3,800,003 BRAC Warrants, which warrants will be identical to BRAC’s outstanding public warrants. Additionally, the former owners of Allied Esports and WPT will be entitled to receive their pro rata portion of an aggregate of an additional 3,846,153 shares of BRAC Common Stock if the last sales price of the BRAC Common Stock reported on the Nasdaq Capital Market equals or exceeds $13.00 per share (as adjusted for stock splits, dividends, and the like) for 30 consecutive trading days at any time during the five-year period after the consummation of the Mergers.

 

The recipients of the shares of BRAC Common Stock and BRAC Warrants will enter into lock-up agreements, pursuant to which they will agree to not, subject to certain exceptions, transfer, sell, tender or otherwise dispose of the shares of BRAC Common Stock and BRAC Warrants they will receive for a period from the closing of the Mergers as follows: (i) with respect to 50% of their BRAC Common Stock and BRAC Warrants, the earlier of one year after the closing of the Merger and the date on which the closing price of BRAC Common Stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the closing of the Merger and, (ii) with respect to the remaining 50% of their BRAC Common Stock and BRAC Warrants, one year after closing of the Mergers, or earlier in each case if, subsequent to the Mergers, the combined company consummates a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all stockholders having the right to exchange their shares of common stock for cash, securities, or other property. See the section titled “The Merger Proposal — Sale Restriction” for more information.

 

 

 

 12 

 

 

Additionally, BRAC is obligated to issue an aggregate of up to 470,588 shares of common stock of BRAC and warrants to purchase an aggregate of up to an additional 152,000 shares of common stock of BRAC to certain debtholders of Noble and AEM as a result of BRAC assuming certain obligations in connection with Noble’s and AEM’s recent $4 million interim financing. See the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Allied Esports and WPT” for more information.

 

To provide a source of funds for payment to BRAC with respect to certain post-closing rights to indemnification under the Agreement, the parties have agreed to place into escrow with Continental Stock Transfer & Trust Company acting as escrow agent an aggregate of 1,160,278 shares of BRAC Common Stock and 379,996 BRAC Warrants issuable at closing of the Mergers. Claims for indemnification may be asserted once damages exceed a $500,000 threshold and will be reimbursable to the full extent of the damages from dollar one; provided that such reimbursement will not exceed the amount of shares and warrants in escrow. The shares and warrants in escrow will be released on the date that is one year from the closing date of the Mergers, less that portion of the shares and warrants applied in satisfaction of, or reserved with respect to, indemnification claims made prior to such date, if any. See the section titled “The Merger Proposal – Indemnification.”

 

The parties plan to complete the Mergers promptly after the BRAC special meeting, provided that:

 

· The proposals at the special meeting are approved by the BRAC stockholders;
   
· Ourgame’s shareholders have approved the Agreement and Transaction Merger (in connection with the signing of the Agreement, certain of the holders of ordinary shares of Ourgame representing more than 50% of the outstanding ordinary shares of Ourgame have entered into voting and support agreements whereby such entities agreed, among other matters, to vote in favor of the Agreement and the Mergers at the Ourgame shareholder meeting);
   
· BRAC has at least $5,000,001 in net tangible assets upon consummation of the Mergers and following the exercise by the holders of BRAC’s public shares who validly exercise their conversion rights;
   
· BRAC has cash on hand of at least $80,000,000 following the exercise by the holders of BRAC’s public shares who validly exercise their conversion rights; and
   
· the other conditions specified in the Agreement have been satisfied or waived.

 

 

 

 13 

 

 

After consideration of the factors identified and discussed in the section titled “The Merger Proposal – BRAC’s Board of Directors’ and Advisors’ Reasons for Approval of the Transactions,” BRAC’s board of directors concluded that the Mergers met all of the requirements disclosed in the prospectus for its initial public offering, including that Allied Esports and WPT had a fair market value of at least 80% of the balance of the funds in the trust account (exclusive of taxes payable) at the time of execution of the Agreement.

 

As a result of the Mergers, assuming that no BRAC stockholders elect to convert their public shares into cash as permitted by BRAC’s amended and restated certificate of incorporation, the former owners of Allied Esports and WPT will own approximately 37.77% of the BRAC Common Stock to be outstanding immediately after the business combination and the current BRAC stockholders will own approximately 62.23% of the BRAC Common Stock. If the maximum number of public shares are converted into cash such that AEM, Noble, and Ourgame do not have the right to terminate the Agreement as described herein (i.e., after such conversion BRAC has at least $80 million of working capital and $5,000,001 of net tangible assets), such percentages will be approximately 46.78% and 53.22%, respectively.

 

If the Merger Proposal is not approved by BRAC’s stockholders at the special meeting, none of the other proposals will be presented at the special meeting for a vote (other than, potentially, the Adjournment Proposal).

 

Opinion of Financial Advisor to BRAC’s Board of Directors

 

BRAC engaged Craig-Hallum Capital Group LLC (“Craig-Hallum”) to render an opinion, as of December 19, 2018, as to (i) the fairness, from a financial point of view, to BRAC of the consideration to be paid by BRAC in the transactions pursuant to the Agreement and (ii) whether Allied Esports and WPT had a fair market value collectively equal to at least 80% of the balance of funds in the trust account. Craig-Hallum is an investment banking firm that regularly evaluates businesses and their securities in connection with acquisitions, corporate restructurings and private placements, as well as for other purposes. BRAC’s board of directors decided to use the services of Craig-Hallum because it is a recognized investment banking firm that has substantial experience in similar matters, and has rendered similar services to other blank check companies.

 

Craig-Hallum rendered its opinion to BRAC’s board of directors on December 19, 2018 that, as of such date, (i) the consideration to be paid in the transactions pursuant to the Agreement was fair, from a financial point of view, to BRAC and (ii) Allied Esports and WPT collectively had a fair market value equal to at least 80% of the balance of funds in BRAC’s trust account.

 

The amount of the consideration to be paid pursuant to the Agreement was determined pursuant to negotiations between the parties thereto, and not pursuant to recommendations of Craig-Hallum.

 

The opinion was provided for the use and benefit of the BRAC board of directors in connection with its consideration of the transactions and only addressed items (i) and (ii) above, in each case as of the date of the opinion, and did not address any other aspect or implication of the transactions. The summary of Craig-Hallum’s opinion in this proxy statement is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex B to this proxy statement and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Craig-Hallum in preparing its opinion. However, neither Craig-Hallum’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed Mergers.

 

 

 

 14 

 

 

The Charter Proposals

 

The BRAC stockholders will vote on separate proposals to approve amendments to BRAC’s amended and restated certificate of incorporation, effective following the Mergers, to (i) change the name of BRAC from “Black Ridge Acquisition Corp.” to “Allied Esports Entertainment, Inc.”; (ii) increase the number of authorized shares of BRAC Common Stock from 35,000,000 shares to 65,000,000 shares; and (iii) remove provisions that will no longer be applicable to BRAC after the business combination. See the section titled “The Charter Proposals.”

 

The Director Election Proposal

 

At the special meeting, 11 directors will be elected to BRAC’s board of directors, in each case to serve until their successors are elected and qualified. Upon the consummation of the Mergers, if the proposed nominees are elected, the directors of BRAC will be Lyle Berman (Chairman of the Board), Ken DeCubellis, Bradley Berman, Benjamin Oehler, and Joseph Lahti, who were nominated by BRAC, and Eric Yang (Vice Chairman), Frank Ng, Adam Pliska, Maya Rogers, Dr. Kan Hee Anthony Tyen and Ho Min Kim, who were nominated by Ourgame. See the section titled “The Director Election Proposal.”

 

The Incentive Plan Proposal

 

The proposed Incentive Plan will reserve a number of shares of BRAC Common Stock equal to 15% of the BRAC Common Stock to be outstanding following consummation of the Mergers for issuance in accordance with the plan’s terms. The purpose of the Incentive Plan is to assist in attracting, retaining, motivating, and rewarding certain key employees, officers, directors, and consultants of BRAC and its affiliates and promoting the creation of long-term value for shareholders by closely aligning the interests of such individuals with those of other shareholders. The Incentive Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of shareholder value. The plan is attached as Annex C to this proxy statement. You are encouraged to read the Incentive Plan in its entirety. See the section titled “The Incentive Plan Proposal.”

 

The Adjournment Proposal

 

If the officer presiding over the special meeting determines that it would be in the best interests of BRAC to adjourn the special meeting to give BRAC more time to consummate the business combination for whatever reason (such as if BRAC has net tangible assets of less than $5,000,001 after taking into account the holders of public shares that have property elected to convert their public shares into cash, or another condition to closing the Mergers has not been satisfied, BRAC’s board of directors may submit a proposal to adjourn the special meeting to a later date or dates. See the section titled “The Adjournment Proposal.”

 

BRAC Initial Stockholders

 

As of the record date for the special meeting, BRAC’s initial stockholders beneficially owned and were entitled to vote an aggregate of 3,450,000 shares of BRAC Common Stock that were issued prior to the initial public offering (“initial shares”) and an aggregate of 445,000 shares of BRAC Common Stock underlying private units that were issued simultaneously with the initial public offering in a private placement. The initial shares and the shares of common stock underlying private units held by the initial stockholders currently constitute approximately 22% of the outstanding shares of BRAC Common Stock.

 

 

 

 15 

 

 

In connection with the initial public offering, each of the initial stockholders agreed to vote the initial shares and the shares included in the private units in favor of the Merger Proposal. The initial stockholders have indicated that they intend to vote their shares in favor of all other proposals being presented at the special meeting. The initial shares and shares included in the private units have no conversion rights in the event a business combination is not effected in the required time period and will be worthless if no business combination is effected. In connection with the initial public offering, the initial stockholders entered into an escrow agreement pursuant to which their initial shares are held in escrow and may not be transferred (subject to limited exceptions) until (i) with respect to 50% of their initial shares, the earlier of one year after the date of the consummation of an initial business combination and the date on which the closing sale price of BRAC Common Stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial business combination and, (ii) with respect to the remaining 50% of the initial shares, one year after the date of the consummation of an initial business combination, or earlier in each case if, subsequent to the initial business combination, the combined company consummates a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all stockholders having the right to exchange their shares of common stock for cash, securities, or other property.

 

Date, Time and Place of Special Meeting

 

The special meeting of the BRAC stockholders will be held at [10]:00 a.m., Eastern time, on [●], 2019, at the offices of Graubard Miller, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174, to consider and vote upon the Merger Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal, and/or if necessary, the Adjournment Proposal.

 

Voting Power; Record Date

 

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of BRAC Common Stock at the close of business on [●], 2019, which is the record date for the special meeting. Stockholders will have one vote for each share of BRAC Common Stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. BRAC Warrants do not have voting rights. On the record date, there were 17,695,000 shares of BRAC Common Stock outstanding, of which 13,800,000 were public shares.

 

Quorum and Vote of BRAC Stockholders

 

A quorum of BRAC stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The initial stockholders hold approximately 22% of the outstanding shares BRAC Common Stock, none of which are public shares. Such shares, as well as any shares of BRAC Common Stock acquired in the open market by the initial stockholders, are expected to be voted in favor of the proposals presented at the special meeting. The proposals presented at the special meeting will require the following votes:

 

· The approval of the Merger Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of BRAC Common Stock present and entitled to vote at the special meeting. The Mergers will not be consummated if BRAC has less than $5,000,001 of net tangible assets after taking into account holders of public shares who have properly exercised conversion rights.
   
·

The approval of the Charter proposals will require the affirmative vote of the holders of a majority of the then outstanding shares of BRAC Common Stock on the record date.

 

 

 

 16 

 

 

 

· The election of directors requires a plurality vote of the shares of BRAC Common Stock present in person or represented by proxy and entitled to vote at the special meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority, or a broker non-vote) will not be counted in the nominee’s favor.
   
· The approval of the Incentive Plan Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of BRAC Common Stock present and entitled to vote at the meeting.
   
· The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of BRAC Common Stock present and entitled to vote at the meeting.

 

Abstentions and broker non-votes will have the same effect as a vote “against” the Charter Proposals. With respect to the Merger Proposal, Incentive Plan Proposal, and Adjournment Proposal, if presented, abstentions will have the same effect as a vote “against” such proposals while broker non-votes will have no effect on such proposals. With respect to the Director Election Proposal, abstentions and broker non-votes will have no effect on such proposal.

 

Under the Agreement, the approval of each of the Merger Proposal, Charter Proposals and Director Election Proposal is a condition to the consummation of the Mergers.

 

Conversion Rights

 

Pursuant to BRAC’s amended and restated certificate of incorporation, a holder of public shares may have BRAC convert such shares into cash if the Mergers are consummated; however, BRAC may not consummate the Mergers if it has less than $5,000,001 of net tangible assets upon consummation of the Mergers. Holders of public shares will be entitled to receive cash for these shares only if they deliver their stock to BRAC’s transfer agent no later than two days prior to the Special Meeting. Holders of public shares do not need to affirmatively vote on the Merger Proposal or be a holder of such public shares as of the record date to exercise conversion rights. If the transactions are not completed, these shares will not be converted into cash. If a holder of public shares delivers his shares to BRAC’s transfer agent as described above and the Mergers are consummated, BRAC will convert each public share into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Mergers. It is anticipated that this would amount to approximately $[●] per share calculated as of two business days prior to the consummation of the Mergers. If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of BRAC Common Stock for cash and will no longer own the shares. See the section titled “Special Meeting of Stockholders — Conversion Rights” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

 

Holders of BRAC Warrants and BRAC rights will not have conversion rights with respect to such warrants and rights.

 

Appraisal Rights

 

BRAC stockholders (including the initial stockholders), BRAC Warrant holders and BRAC right holders do not have appraisal rights in connection with the transactions under the DGCL.

 

 

 

 17 

 

 

Proxy Solicitation

 

Proxies may be solicited by mail, telephone, or in person. We have hired Morrow Sodali to assist in the proxy solicitation process.

 

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section titled “Special Meeting of Stockholders — Revoking Your Proxy.”

 

Interests of BRAC’s Directors, Officers, and Others in the Business Combination

 

When you consider the recommendation of BRAC’s board of directors in favor of approval of the Merger Proposal, you should keep in mind that BRAC’s initial stockholders, including its directors, executive officers, and advisors, have interests in such proposal that may be different from, or in addition to, your interests as a stockholder or warrant holder. These interests include, among other things:

 

· If a business combination is not consummated by July 10, 2019, or such later date as approved by BRAC’s stockholders in an amendment to BRAC’s amended and restated certificate of incorporation, BRAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 3,450,000 initial shares held by the initial stockholders, which were acquired for an aggregate purchase price of $25,000 prior to BRAC’s initial public offering, would be worthless because BRAC’s initial stockholders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $[●] based upon the closing price of $[●] per share on the Nasdaq Capital Market on [●], 2019.
   
· The initial stockholders purchased an aggregate of 445,000 private units for a purchase price of $4,450,000 (or $10.00 per unit) in a private placement simultaneously with the consummation of the initial public offering. All of the proceeds BRAC received from the purchase of private units were placed into the trust account. Such units had an aggregate market value of $[●] based upon the closing price of $[●] per unit on the Nasdaq Capital Market on [●], 2019. The purchasers of private units waived the right to participate in any redemption or liquidation distribution with respect to such private units. Accordingly, the private units and underlying securities will become worthless if BRAC does not consummate a business combination within the required time period.
   
· The transactions contemplated by the Agreement provide that Lyle Berman (Chairman of the Board), Ken DeCubellis, Bradley Berman, Benjamin Oehler, and Joseph Lahti will continue to be directors of BRAC following the Mergers (assuming they are elected at the special meeting). As such, each will receive cash fees, stock options, or stock awards that the BRAC board of directors determines to pay to its directors.
   
· The transactions contemplated by the Agreement provide that Ken DeCubellis and James Moe will serve as Chief Financial Officer and Chief Accounting Officer of BRAC upon closing and each will be paid a salary, the amount of which have not been determined at this time.
   
·

If BRAC is unable to complete a business combination, Black Ridge Oil & Gas, Inc., an entity affiliated with BRAC’s officers and directors, has agreed that it will be liable to ensure that the proceeds in the trust account will not be reduced below $10.05 per share by the claims of target businesses, vendors, or other entities that are owed money for services rendered or contracted for or products sold to BRAC, but only if such vendor or target business has not executed a waiver to the monies held in the trust account.

 

 

 

 18 

 

 

 

· BRAC’s officers, directors, initial stockholders, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on BRAC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if BRAC fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, BRAC may not be able to reimburse these expenses if the transactions, or another business combination, is not completed by the required date. As of [●], 2019, BRAC’s officers, directors, initial stockholders, and their affiliates had incurred approximately $[●] of unpaid reimbursable expenses.
   
· Since its inception, Black Ridge Oil & Gas, Inc. made loans from time to time to BRAC to fund working capital requirements. As of the date of this proxy statement, an aggregate of $650,000 principal amount of these loans is outstanding. These loans are evidenced by non-interest bearing notes, $650,000 of which are convertible at the lenders’ election upon the consummation of an initial business combination into units of BRAC, at a price of $10.00 per unit. Black Ridge Oil & Gas, Inc. has indicated it intends to convert the full amount of the notes into units, resulting in it being issued an aggregate of 71,500 shares of BRAC Common Stock (including an aggregate of 6,500 shares upon conversion of the BRAC rights), and 65,000 BRAC Warrants. If the business combination is not consummated, the notes will not be repaid or converted and will be forgiven.
   
· If BRAC is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, Black Ridge Oil & Gas has agreed to advance the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expenses.

 

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding BRAC or its securities, BRAC’s officers, directors, initial stockholders, AEM, Noble, Ourgame, and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of BRAC Common Stock or vote their shares in favor of the Merger Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the holders of a majority of the then outstanding shares of BRAC Common Stock present and entitled to vote at the special meeting vote in favor of the Merger Proposal or to decrease the number of public shares that are being converted to cash. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.

 

Entering into any such arrangements may have a depressive effect on the BRAC Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

 

If such transactions are effected, the consequence could be to cause the transactions to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Merger Proposal and other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved.

 

As of the date of this proxy statement, other than as described above, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. BRAC will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Merger Proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

 

 

 19 

 

 

Recommendation to Stockholders

 

BRAC’s board of directors believes that the Merger Proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of BRAC’s stockholders and unanimously recommends that its stockholders vote “FOR” the Merger Proposal, “FOR” each of the Charter Proposals, “FOR” the Director Proposal and the election of all of the persons nominated for election as directors, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal, if presented.

 

Conditions to the Closing of the Transactions

 

General Conditions

 

Consummation of the Mergers is conditioned on: (i) the BRAC stockholders approving the Merger Proposal, Charter Proposals and Director Election Proposal; (ii) the Ourgame shareholders approving the Agreement and the Mergers (in connection with the signing of the Agreement, certain of the holders of ordinary shares of Ourgame representing more than 50% of the outstanding ordinary shares of Ourgame have entered into voting and support agreements whereby such entities agreed, among other matters, to vote in favor of the Agreement and the Mergers at the Ourgame shareholder meeting); (iii) BRAC having at least $5,000,001 of net tangible assets upon consummation of the Mergers and following exercise of conversion rights by holders of public shares; (iv) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”); and (v) the BRAC Common Stock and BRAC Warrants to be issued in the Transaction Merger are approved for listing on the Nasdaq Capital Market subject to the requirement to have a sufficient number of round lot holders.

 

In addition, the consummation of the Mergers is conditioned upon, among other things, no governmental entity having enacted, issued, promulgated, enforced, or entered any statute, rule, regulation, executive order, decree, injunction, or other order (whether temporary, preliminary, or permanent) which is in effect and which has the effect of making the Mergers illegal or otherwise restraining, enjoining, or prohibiting consummation of the Mergers on the terms and conditions contemplated by the Agreement.

 

AEM’s and Noble’s Conditions to Closing

 

The obligations of AEM and Noble to consummate and effect the Mergers are also subject to the satisfaction or waiver of various conditions, including, among other things:

 

· there being no material adverse change affecting BRAC;
   
· BRAC shall have been in compliance with the reporting requirements under the United States Securities Act of 1933, as amended, and the United States Securities Exchange Act of 1934, as amended;
   
· certain persons shall have resigned from all of their positions and offices with BRAC and Merger Sub;
   
· the Registration Rights Agreement (described below) shall have been executed and delivered and shall be in full force and effect; and
   
· Black Ridge shall have arranged for funds remaining in the trust account to be dispersed upon the closing of the Mergers.

 

 

 

 20 

 

 

BRAC’s and Merger Sub’s Conditions to Closing

 

The obligations of BRAC and Merger Sub to consummate the Transaction Merger are also conditioned upon each of the following, among other things:

 

· there being no material adverse change affecting AEM or Noble;
   
· the lock-up agreements of the former stockholders of AEM shall have been executed and delivered and shall be in full force and effect; and
   
· (i) all outstanding indebtedness owned by any insider of Allied Esports, Noble, or one of its subsidiaries shall have been repaid in full; (ii) all guaranteed or similar arrangements pursuant to which Allied Esports or Noble has guaranteed the payment or performance of any obligations of any insider to a third party shall have been terminated; and (iii) no insider shall own any direct equity interests in any subsidiary of AEM or of Noble, or in any other entity that utilizes in its name “esports” or “world poker tour” or any derivative thereof.

 

Termination

 

The Agreement may be terminated at any time, but not later than the closing, as follows:

 

· by mutual written consent of BRAC, Ourgame, Noble, and AEM at any time;
   
· by any of BRAC, Ourgame, Noble, or AEM if the Mergers have not been fully consummated by July 10, 2019 or such later date as may be approved by BRAC’s stockholders in an amendment to BRAC’s amended and restated certificate of incorporation;
   
· by any of BRAC, Ourgame, Noble, or AEM if a governmental entity has issued an order, decree, or ruling, or taken any other action, in any case having the effect of permanently restraining, enjoining, or otherwise prohibiting the Mergers, which order, decree, judgment, ruling or other action is final and nonappealable;
   
· by any of Ourgame, Noble, or AEM upon a material breach of any representation, warranty, covenant, or agreement by BRAC or Merger Sub, or by BRAC upon a material breach of any representation, warranty, covenant, or agreement by Ourgame, Noble, or AEM, in either case if the breaching party has not cured its breach within 30 days of the notice of an intent to terminate, provided that the terminating party is itself not in breach;
   
· by any of BRAC, Ourgame, Noble, or AEM if at the special meeting the BRAC stockholders fail to approve any of the Merger Proposal, Charter Proposals or Director Election Proposal, or if BRAC has less than $5,000,001 of net tangible assets after taking into account holders of public shares that have exercised their conversion rights;
   
· by any of BRAC, Ourgame, Noble or AEM if, at the Ourgame shareholder meeting, the Mergers are not approved by holders of Ourgame ordinary shares; or
   
· by any of Ourgame, AEM, or Noble if immediately prior to the Mergers BRAC does not have cash on hand of at least $80,000,000 following the exercise by the holders of public shares of their conversion rights.

 

 

 

 21 

 

 

If permitted under applicable law, BRAC, Ourgame, Noble, or AEM may waive any inaccuracies in the representations and warranties made to such party contained in the Agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the Agreement. However, the condition requiring that BRAC have at least $5,000,001 of net tangible assets may not be waived, due to applicable laws.

 

The existence of the financial and personal interests of the BRAC directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for BRAC and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation. See the section titled “Risk Factors” for a fuller discussion of this and other risks.

 

Tax Consequences of the Transactions

 

It is anticipated that, for federal income tax purposes:

 

· No gain or loss will be recognized by stockholders of BRAC who do not elect conversion of their public shares; and
   
· A stockholder of BRAC who exercises conversion rights and effects a termination of the stockholder’s interest in BRAC will be required to recognize capital gain or loss upon the exchange of that stockholder’s shares of BRAC Common Stock for cash, if such shares were held as a capital asset on the date of the Mergers. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares.

 

For a description of the anticipated material federal income tax consequences of the Mergers, please see the information set forth in “The Merger Proposal — Material Federal Income Tax Consequences of the Business Combination to BRAC and its Securityholders.”

 

Anticipated Accounting Treatment

 

We anticipate the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, BRAC will be treated as the acquired company and AEM will be treated as the acquirer for financial reporting purposes.

 

Regulatory Matters

 

The transactions contemplated by the Agreement are not subject to any additional federal or state regulatory requirement or approval, except for (i) the filing of required notifications and the expiration or termination of the required waiting periods under the HSR Act (which filing has already been made), (ii) the filing of this proxy statement with the SEC and receipt of comments from the SEC, if any, (iii) the filing by Ourgame of a required circular with the Hong Kong Stock Exchange (which circular and the Transaction Merger will be subject to approval by the Hong Kong Stock Exchange pursuant to its Listing Rules), and (iv) filings with the applicable state offices necessary to effectuate the Mergers.

 

Risk Factors

 

In evaluating the proposals to be presented at the special meeting, a stockholder should carefully read this proxy statement and especially consider the factors discussed in the section entitled “Risk Factors.”

 

 

 

 22 

 

 

SELECTED HISTORICAL FINANCIAL

INFORMATION OF BRAC

 

The following table shows selected historical financial information of BRAC for the periods and as of the dates indicated. The selected historical financial information of BRAC as of December 31, 2018 and 2017 and for the year ended December 31, 2018 and the period from May 9, 2017 (inception) to December 31, 2017 was derived from the audited historical financial statements of BRAC included elsewhere in this proxy statement. The selected historical interim financial information of BRAC as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 was derived from the unaudited interim financial statements of BRAC included elsewhere in this proxy statement. The following table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of BRAC” and our historical financial statements and the notes and schedules related thereto, included elsewhere in this proxy statement.

 

   

Three Months

Ended March 31,

    Year Ended December 31,     Period from
May 9, 2017
(Inception)
through
December 31,
 
    2019     2018     2018     2017  
    (Unaudited)              
Income Statement Data:                                
Loss from operations   $ (297,078 )   $ (146,260 )   $ (823,779 )   $ (130,159 )
Interest income     811,335       417,712       2,474,344       355,338  
Net income     332,411       234,699       1,141,199       93,150  
Cash Flow Data:                                
Net cash used in operating activities   $ (334,487 )   $ (125,232 )   $ (858,122 )   $ (114,921 )
Net cash provided by (used in) investing activities     95,633             213,897       (138,690,000 )
Net cash provided by financing activities     300,000             350,000       139,232,875  

 

    March 31,     December 31,     December 31,  
    2019     2018     2017  
      (Unaudited)                  
Balance Sheet Data:                        
Cash and cash equivalents   $ 194,875     $ 133,729     $ 427,954  
Cash and marketable securities held in Trust Account     142,027,742       141,307,307       138,980,353  
Total assets     142,282,617       141,452,286       139,460,078  
Convertible note payable - related party     650,000       350,000        
Common stock subject to possible redemption     135,799,630       135,467,219       134,326,020  
Total stockholders' equity     5,000,005       5,000,005       5,000,005  

 

 

 23 

 

 

SELECTED HISTORICAL FINANCIAL INFORMATION OF AEII/WPT

 

The following table shows selected historical combined financial information of the businesses to be acquired by BRAC for the periods and as of the dates indicated. The selected historical combined financial information as of and for the years ended December 31, 2018 and 2017 was derived from the audited historical combined financial statements of Allied Esports International, Inc. and subsidiaries (“AEII”) and Noble Link Global Limited and its subsidiaries Peerless Media Limited, WPT Distribution Worldwide Limited and WPT Studios Worldwide Limited (“WPT”) and combined (“AEII/WPT”) included elsewhere in this proxy statement. The selected historical interim condensed combined financial information of AEII/WPT as of March 31, 2019 and for the three months ended March 31, 2019 and 2018 was derived from the unaudited interim condensed combined financial statements of AEII/WPT included elsewhere in this proxy statement.

 

AEII/WPT’s historical results are not necessarily indicative of future operating results. The selected combined financial information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AEII/WPT,” as well as the historical combined financial statements of AEII/WPT and accompanying notes included elsewhere in this proxy statement.

 

   

Three Months Ended

March 31,

   

Year Ended

December 31,

 
In thousands   2019     2018     2018     2017  
    (Unaudited)              
Statement of Operations Data:                                
Revenues   $ 6,235     $ 4,786     $ 20,603     $ 13,673  
Costs and expenses                                
Multiplatform (excluding depreciation and amortization)     581       470       2,297       7,880  
Interactive (excluding depreciation and amortization)     892       907       2,474       2,689  
In-person (excluding depreciation and amortization)     738       1,306       2,554       969  
Online operating expenses     277       1,171       2,245       1,744  
Selling and marketing expenses     903       1,439       4,023       3,384  
General and administrative expenses     4,412       4,065       18,442       10,341  
Depreciation and amortization     1,686       1,220       6,711       4,207  
Impairment of investment in ESA     600             9,683        
Impairment of deferred production costs and intangible assets                 1,005        
Loss from operations     (3,854 )     (5,792 )     (28,831 )     (17,541 )
Interest expense, net           (584 )     (2,117 )     (540 )
Other income (expense)           65       (72 )     (6 )
Net loss     (3,854 )     (6,311 )     (31,020 )     (18,087 )
Net loss attributed to non-controlling interest           136       404        
Net loss attributed to Parent   $ (3,854 )   $ (6,175 )   $ (30,616 )   $ (18,087 )
                                 
Balance Sheet Data (at end of period):                                
Cash and cash equivalents   $ 5,705             $ 10,471     $ 5,589  
Property and equipment, net     20,412               21,020       8,780  
Intangible assets and goodwill     20,764               21,319       24,361  
Deferred production costs     10,123               9,059       5,019  
Total assets     61,443               65,247       53,355  
Due to Parent     32,883               33,020       10,107  
Notes and related interest payable to Parent                         23,926  
Total liabilities     41,279               41,226       40,745  
Total Parent's net (deficit) investment     20,164               24,021       12,610  
Cash Flow Data:                                
Net cash used in operating activities   $ (2,919 )   $ (4,531 )   $ (14,612 )   $ (10,759 )
Net cash used in investing activities     (1,707 )     (13,071 )     (23,072 )     (6,133 )
Net cash provided by (used in) financing activities     (137 )     15,699       34,295       27,974  
Other Financial Data:                                
EBITDA(1)   $ (1,568 )   $ (4,371 )   $ (21,788 )   $ (13,340 )
Adjusted EBITDA(1)   $ (1,568 )   $ (5,150 )   $ (9,378 )   $ (12,857 )

 

(1)EBITDA and Adjusted EBITDA are non-GAAP financial measures. For a definition of EBITDA and Adjusted EBITDA and a reconciliation of EBITDA and Adjusted EBITDA to net income, see "- Non-GAAP Financial Measures" below.

 

 

 24 

 

 

Non-GAAP Financial Measures

 

EBITDA and Adjusted EBITDA are non-GAAP financial measures and should not be considered as a substitute for net income (loss), operating income (loss) or any other performance measure derived in accordance with United States generally accepted accounting principles (“GAAP”) or as an alternative to net cash provided by operating activities as a measure of AEII/WPT’s profitability or liquidity. AEII/WPT’s management believes EBITDA and Adjusted EBITDA are useful because they allow external users of its financial statements, such as industry analysts, investors, lenders and rating agencies, to more effectively evaluate its operating performance, compare the results of its operations from period to period and against AEII/WPT’s peers without regard to AEII/WPT’s financing methods, hedging positions or capital structure and because it highlights trends in AEII/WPT’s business that may not otherwise be apparent when relying solely on GAAP measures. AEII/WPT presents EBITDA and Adjusted EBITDA because it believes EBITDA and Adjusted EBITDA are important supplemental measures of its performance that are frequently used by others in evaluating companies in its industry. Because EBITDA and Adjusted EBITDA exclude some, but not all, items that affect net income (loss) and may vary among companies, the EBITDA and Adjusted EBITDA AEII/WPT presents may not be comparable to similarly titled measures of other companies. AEII/WPT defines EBITDA as earnings before interest, income taxes, depreciation and amortization of intangibles. AEII/WPT defines Adjusted EBITDA as EBITDA excluding stock-based compensation and impairment losses.

 

The following table presents a reconciliation of EBITDA and Adjusted EBITDA from net loss, AEII/WPT’s most directly comparable financial measure calculated and presented in accordance with GAAP.

 

    Three Months
Ended March 31,
    Year Ended
December 31,
 
In thousands   2019     2018     2018     2017  
Net loss attributed to parent   $ (3,854 )   $ (6,175 )   $ (30,616 )   $ (18,087 )
Interest expense, net           584       2,117       540  
Depreciation and amortization     1,686       1,220       6,711       4,207  
EBITDA     (2,168 )     (4,371 )     (21,788 )     (13,340 )
Stock-based compensation(a)           (779     (766 )     483  
Impairment of investment in ESA(b)     600             9,683        
Subsidiary loss during consolidation period(c)                 1,839        
Impairment of deferred production costs and intangible assets(d)                 1,005        
Write offs of capitalized software costs(e)                 649        
Adjusted EBITDA   $ (1,568 )   $ (5,150 )   $ (9,378 )   $ (12,857 )

 

(a)Represents non-cash stock-based compensation.

 

(b)Represents a non-cash loss with respect to the deconsolidation of an equity investment of AEII.

 

(c)Represents subsidiary loss during consolidation period of equity investment of AEII.

 

(d)Represents impairment of deferred production costs and intangible assets.

 

(e)Represents non-cash write-offs of internally developed software.

 

 

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

BRAC is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the transactions.

 

Please refer to the historical financial statements of BRAC and AEII/WPT and the related notes included elsewhere in this proxy statement, as well as the section entitled “Unaudited Pro Forma Condensed Combined Financial information of BRAC.”

 

  Three Months Ended
March 31, 2019
    Year Ended
December 31, 2018
 
In thousands                        
  Assuming
No
Redemptions
    Assuming
Maximum
Redemptions
    Assuming No Redemptions     Assuming Maximum Redemptions  
  (Unaudited)     (Unaudited)  
Statement of Operations Data:                        
Revenue   $ 6,235     $ 6,235     $ 20,603     $ 20,603  
Costs and expenses                                
Multiplatform (excluding depreciation and amortization)     581       581       2,297       2,297  
Interactive (excluding depreciation and amortization)     892       892       2,474       2,474  
In-person (excluding depreciation and amortization)     738       738       2,554       2,554  
Online operating expenses     277       277       2,245       2,245  
Selling and marketing expenses     903       903       4,023       4,023  
General and administrative expenses     4,709       4,709       19,266       19,266  
Depreciation and amortization     1,686       1,686       6,711       6,711  
Impairment of investment in ESA     600       600       9,683       9,683  
Impairment of deferred production costs and intangible assets                 1,005       1,005  
Income (loss) from operations     (4,151 )     (4,151 )     (29,655 )     (29,655 )
Interest expense     (226 )     (226 )     (903 )     (903 )
Other income (expense)                 (72 )     (72 )
Net loss     (4,377 )     (4,377 )     (30,630 )     (30,630 )
Net loss attributable to non-controlling interest                 404       404  
Net loss attributable to shareholders'   $ (4,377 )   $ (4,377 )   $ (30,226 )   $ (30,226 )

 

Balance Sheet Data (at end of period):              
Cash and cash equivalents   $ 104,499     $ 44,998    
Property and equipment, net     20,412       20,412    
Intangible assets and goodwill     20,764       20,764    
Deferred production costs     10,123       10,123    
Total assets     160,297       100,796    
Total liabilities     12,806       12,806    
Total stockholders’ equity     147,491       87,990    

 

 

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COMPARATIVE PER SHARE DATA

 

The following table sets forth selected historical equity ownership information for BRAC and AEII/WPT and unaudited pro forma condensed consolidated combined per share ownership information of BRAC after giving effect to the Business Combination, assuming two conversion scenarios as follows:

 

· Assuming No Conversions:   This scenario assumes that no shares of BRAC Common Stock are converted by the public stockholders.
   
· Assuming Maximum Conversions:   This scenario assumes that approximately 6.0 million shares of Common Stock are converted (the maximum conversion under which BRAC believes it would be able to satisfy the minimum cash condition of $80 million), resulting in:

 

  an aggregate payment of approximately $61.3 million out of the Trust Account to converting public stockholders; and
     
  an adjustment to reflect a decrease in acquisition costs tied to net capital retained.

 

The pro forma book value and cash dividends per share information reflects the Business Combination as if it had occurred on March 31, 2019 and reflects pro forma loss as if it occurred on January 1, 2018.

 

The historical information should be read in conjunction with the sections entitled “Selected Historical Consolidated Financial Information of BRAC” and “Selected Historical Financial Information of AEII/WPT,” as well as the historical consolidated financial statements of BRAC and AEII/WPT and the related notes thereto included elsewhere in this proxy statement. The unaudited pro forma condensed combined per share data are presented for illustrative purposes only and are not necessarily indicative of actual or future financial position or results of operations that would have been realized if the Business Combination had been completed as of the date indicated or will be realized upon the completion of the Business Combination.

 

  BRAC     AEII/WPT     Pro Forma Combined (Assuming No Redemptions)     Pro Forma Combined (Assuming Maximum Redemptions)  
Book value per share   $ 7.96 (1)     N/A     $ 4.79 (2)   $ 3.55 (2)
Basic net loss per share for the three months ended March 31, 2019     (0.06 )     N/A       (0.14 )     (0.18 )
Diluted net loss per share for the three months ended March 31, 2019     (0.06 )     N/A       (0.14 )     (0.18 )
Basic net loss per share for the year ended December 31, 2018     (0.15 )     N/A       (0.98 )     (1.22 )
Diluted net loss per share for the year ended December 31, 2018     (0.15 )     N/A       (0.98 )     (1.22 )
Cash dividends per share   $       N/A     $     $  

 

(1)Book value per share= (Total stockholders’ equity + Common stock subject to possible redemption)/shares outstanding.

 

(2)Book value per share = Total stockholders’ equity/shares outstanding

 

 

 

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RISK FACTORS

 

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before deciding whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement.

 

Risks Related to the Business and Operations of Allied Esports and WPT Following the Mergers

 

The value of your investment in BRAC following consummation of the Mergers will be subject to the significant risks affecting Allied Esports and the WPT business and inherent in the esports and poker industries. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of the BRAC Common Stock to decline, perhaps significantly, and you therefore may lose all or part of your investment.

 

ALLIED ESPORTS RISK FACTORS

 

Allied Esports is subject to risks associated with operating in a rapidly developing industry and a relatively new market.

 

Many elements of Allied Esports’ business is unique, evolving and relatively unproven. Its business and prospects depend on the continuing development of live streaming of competitive esports gaming. The market for esports gaming competition is relatively new and rapidly developing and is subject to significant challenges. Allied Esports’ business relies upon its ability to grow and garner an active gamer community, and successfully monetize such community through tournament fees, live event ticket sales, and advertising and sponsorships. In addition, Allied Esports’s continued growth depends, in part, on its ability to respond to constant changes in the esports gaming industry, including technological evolution, shifts in gamer trends and demands, introductions of new games, game publisher intellectual property right practices, and industry standards and practices. While change in this industry may be inevitable, Allied Esports will try to adapt its business model as needed to accommodate change and remain on the forefront of its competitors. However, this does not provide any guarantees or assurances of success as the industry continues to evolve.

 

Allied Esports may not be able to generate sufficient revenue to achieve and sustain profitability.

 

Allied Esports expects its operating expenses to increase significantly as it continues to expand its marketing efforts and operations in existing and new geographies and vertical markets (including its online esports tournament and gaming subscription platform currently under development). In addition, Allied Esports expects to incur significant additional legal, accounting and other expenses related to being a public company upon the completion of the Mergers. If its revenue declines or fails to grow at a rate faster than these increases in operating expenses, it will not be able to achieve and maintain profitability in future periods. As a result, Allied Esports may generate losses. Allied Esports cannot assure you that it will achieve or maintain profitability.

 

Allied Esports generates a portion of its revenues from advertising and sponsorship. If it fails to attract more advertisers and sponsors to its live events, tournaments or content, or if advertisers or sponsors are less willing to advertise with or sponsor Allied Esports, its revenues may be adversely affected.

 

Allied Esports generate revenues from advertising and sponsorship, and it expects to further develop and expand its focus on these revenues in the future. These revenues partly depend on the advertisers’ willingness to advertise in the esports gaming industry. If the esports gaming advertising and sponsorship market does not continue to grow, or if Allied Esports is unable to capture and retain a sufficient share of that market, Allied Esports’ profitability may be materially and adversely affected. Furthermore, with unfavorable economic external factors, sponsors and advertisers may not have enough budget allocations for spending in sponsorship and advertising in esports, which would also lead to an adverse impact on Allied Esports’ revenue stream.

 

 

 

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Allied Esports’ business model may not remain effective and it cannot guarantee that its future monetization strategies will be successfully implemented or generate sustainable revenues and profit.

 

Allied Esports generates revenues from advertising and sponsorship of its live events, its content, the sale of merchandising, and the operation of its esports arenas. Allied Esports has generated, and expects to continue to generate, a substantial portion of revenues using this revenue model in the near term. Although Allied Esports anticipates growth in Allied Esports’ business utilizing this revenue model, there is no guarantee that growth will continue in the future, and the demand for its offerings may change, decrease substantially or dissipate, or it may fail to anticipate and serve esports gamer demands effectively. Allied Esports may determine to enter into new opportunities to expand its business, including online gaming platforms, which may or may not be successful. Any such expansions involve additional risks and costs that could materially and adversely affect its business.

 

Allied Esports’ growth strategy depends on the availability of suitable locations for its proprietary and licensed esports arenas and its ability to open new locations and operate them profitably.

 

A key element of Allied Esports’ growth strategy is to extend its brand by opening additional flagship arenas throughout the world and licensing the Allied Esports brand to third party esports arena operators, which it believes will provide attractive returns on investment. However, desirable locations may not be available at an acceptable cost. Opening these additional locations will depend upon a number of factors, many of which are beyond Allied Esports’ control, including its ability or the ability of the selected licensee to:

 

· reach acceptable agreements regarding the lease of the locations;

 

· comply with applicable zoning, licensing, land use and environmental regulations;

 

· raise or have available an adequate amount of cash or currently available financing for construction and opening costs;

 

· timely hire, train and retain the skilled management and other employees necessary to meet staffing needs;

 

· negotiate acceptable terms with any unions representing employees;

 

· obtain, for acceptable cost, required permits and approvals, including liquor licenses; and

 

· efficiently manage the amount of time and money used to build and open each new location.

 

If Allied Esports succeeds in opening new arenas on a timely and cost-effective basis, it may nonetheless be unable to attract enough gamers or spectators to the new location (or to existing locations of affiliated arenas) because its entertainment and menu options might not appeal to them. Failure to do so could have a significant adverse effect on Allied Esports’ overall operating results.

 

Even if Allied Esports is able to license its brand to third party esports operators, there is a risk that those operators could damage its brand by operating esports arenas that are not at Allied Esports’ standards of operation.

 

As Allied Esports licenses the Allied Esports brand to third party esports arena operators around the world, it will be depending on those operators to run those arenas at a quality level similar to Allied Esports’ owned and operated arenas. Allied Esports’ strategy depends on customers associating the third party esports arenas as part of Allied Esports’ network of affiliated arenas, which it believes will expand its brand recognition and increase customers, revenue, and growth. If Allied Esports’ affiliate arenas are poorly operated, or if those operators fail to use Allied Esports’ name and branding in a manner consistent with Allied Esports’ corporate messaging and branding, or if there are safety issues or other negative occurrences at affiliate arenas, Allied Esports’ name and brand could be significantly damaged, which would make its expansion very difficult.

 

 

 

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Allied Esports’ growth strategy includes deploying additional mobile arenas in the U.S and Europe to host its tournaments and events and it must operate them profitably.

 

A key element of Allied Esports’ growth strategy is to extend its brand by increasing and adding to its portfolio of mobile arenas in the U.S and Europe, as it believes doing so will provide attractive returns on investment. Adding these mobile arenas will depend upon a number of factors, many of which are beyond Allied Esports’ control, including our ability or the ability of our licensees to:

 

· reach acceptable agreements regarding the lease or acquisition of the trucks that are the basis of the mobile arenas;

 

· comply with applicable zoning, licensing, land use and environmental regulations and obtain required permits and approvals;

 

· raise or have available an adequate amount of cash or currently available financing for construction of the mobile arenas and the related operational costs;

 

· timely hire, train and retain the skilled management and other employees necessary to operate the mobile arenas;

 

· efficiently manage the amount of time and money used to build and operate each new mobile arena; and

 

· manage the risks of road hazards, accidents, traffic violations, etc. that may impede the operations of the mobile arenas.

 

The nature of hosting esports events exposes Allied Esports to negative publicity or customer complaints, including in relation to, among other things, accidents, injuries or thefts at the arenas, and health and safety concerns.

 

Allied Esports’ business inherently exposes it to negative publicity or customer complaints as a result of accidents, injuries or, in extreme cases, deaths arising from incidents occurring at our arenas, including health, safety or security issues, and quality and service standards. Even isolated or sporadic incidents or accidents may have a negative impact on Allied Esports’ brand image and reputation, and the arenas’ popularity with gamers and spectators.

 

Allied Esports’ marketing and advertising efforts may fail to resonate with gamers.

 

Allied Esports’ live events, tournaments and competitions are marketed through a diverse spectrum of advertising and promotional programs such as online and mobile advertising, marketing through websites, event sponsorship and direct communications with the esports gaming community including via email, blogs and other electronic means. An increasing portion of its marketing activity is taking place on social media platforms that are either outside, or not totally within, its direct control. Changes to gamer preferences, marketing regulations, privacy and data protection laws, technology changes or service disruptions may negatively impact its ability to reach target gamers. Allied Esports’ ability to market its tournaments and competitions is dependent in part upon the success of these programs.

 

The esports gaming industry is competitive, and gamers may prefer competitors’ arenas, leagues, competitions or tournaments over those offered by Allied Esports.

 

The esports gaming industry is competitive. Competitors range from established leagues and championships owned directly, as well as leagues franchised by, well known and capitalized game publishers and developers, interactive entertainment companies and diversified media companies to emerging start-ups, and new competitors will likely continue to emerge. Many of these competitors have greater financial resources than Allied Esports. If Allied Esports’ competitors develop and launch competing arenas, leagues, tournaments or competitions, Allied Esports’ revenue, margins, and profitability could decline.

 

 

 

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Allied Esports may not provide events or tournaments with games or titles for which the esports gaming community is interested.

 

Allied Esports must attract and retain the popular esports gaming titles in order to maintain and increase the popularity of its live events, leagues, tournaments and competitions. Allied Esports must identify and license popular games that resonate with the esports gamer community on an ongoing basis. Allied Esports cannot assure you that it can attract and license popular esports games from their publishers, and failure to do so would have a material and adverse impact on Allied Esports’ results of operations and financial conditions.

 

Allied Esports has not entered into definitive license agreements with certain game publishers that it currently has relationships with, and it may never do so.

 

Although Allied Esports has relationships with many game publishers for tournament event and content experiences involving their respective intellectual properties, Allied Esports currently does not have definitive license agreements in place with respect to these relationships. Allied Esports anticipates that it will enter into license agreements with game publishers in the future; however no assurances can be given as to when or if it will be able to come to agreeable terms with game publishers. If Allied Esports is unable to come to mutually agreeable terms and enter into definitive license agreements with game publishers, game publishers may unilaterally choose to discontinue its relationship with Allied Esports, thereby preventing Allied Esports from offering tournament event and content experiences using their game IP. Should game publishers choose not to allow Allied Esports to offer tournament event and content experiences involving their IP to Allied Esports’ customers, the popularity of Allied Esports’ tournaments and content may decline, which could materially and adversely affect its results of operations and financial condition.

 

If Allied Esports fails to keep its existing gamers engaged, acquire new gamers and expand interest in its live events, leagues, tournaments and competitions, its business, profitability and prospects may be adversely affected.

 

Allied Esports’ success depends on its ability to maintain and grow the number of gamers attending its live events, tournaments and competitions, and keep its gamers and attendees highly engaged. In order to attract, retain and engage gamers and remain competitive, Allied Esports must continue to develop and expand its live events, leagues, produce engaging tournaments and competitions, and implement new content formats, technologies and strategies to improve its product offerings. There is no assurance it will be able to do so.

 

A decline in the number of gamers may adversely affect the engagement level of gamers with Allied Esports’ tournament and entertainment platform under development, which may reduce our revenue opportunities, and have a material and adverse effect on our business, financial condition and results of operations.

 

Allied Esports cannot assure you that its online esports tournament and gaming subscription platform currently under development will be completed in a timely manner or, if completed, become popular with gamers to offset the costs incurred to operate and expand it. It is vital to Allied Esports’ operations that such platform will be responsive to evolving gamer preferences and offer first-tier esports game content and other services that attracts gamers. Allied Esports must also keep providing gamers new features and functions to enable superior content viewing and interaction. This will require substantial costs and expenses. If such increased costs and expenses do not effectively translate into improved gamer engagement, Allied Esports’ results of operations may be materially and adversely affected.

 

If Allied Esports fails to maintain and enhance its brands, its business, results of operations and prospects may be materially and adversely affected.

 

Allied Esports believes that maintaining and enhancing its brands is important for its business to succeed by increasing the number of gamers and engagement by the esports community. Since Allied Esports operates in a highly competitive market, brand maintenance and enhancement directly affects its ability to maintain and enhance its market position. As Allied Esports expands, it may conduct various marketing and brand promotion activities using various methods to continue promoting its brands, but it cannot assure you that these activities will be successful. In addition, negative publicity, regardless of its veracity, could harm Allied Esports’ brands and reputation, which may materially and adversely affect Allied Esports’ business, results of operations and prospects.

 

 

 

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If Allied Esports fails to anticipate and successfully implement new esports technologies or adopt new business strategies, technologies or methods, its business may suffer.

 

Rapid technology changes in the esports gaming market requires Allied Esports to anticipate, sometimes years in advance, which technologies it must develop, implement and take advantage of in order to be and remain competitive in the esports gaming market. Allied Esports has invested, and in the future may invest, in new business strategies including its online esports tournament and entertainment subscription platform, technologies, products, or games to engage a growing number of gamers and deliver the best gaming experiences possible. These endeavors involve significant risks and uncertainties, and no assurance can be given that the technology it adopts and the features it pursues will be successful. If Allied Esports does not successfully implement these new technologies, its reputation may be materially adversely affected and its financial condition and operating results may be impacted.

 

Allied Esports may experience security breaches and cyber threats.

 

Allied Esports faces cyber risks and threats that could damage, disrupt or allow third parties to gain improper access to its networks and gaming platform, supporting infrastructure, intellectual property and other assets. In addition, Allied Esports relies on technological infrastructure, including third party cloud hosting and broadband, provided by third party business partners to support the functionality of its gaming platforms. These business partners are also subject to cyber risks and threats. Such cyber risks and threats may be difficult to detect. The techniques that may be used to obtain unauthorized access or disable, degrade, exploit or sabotage these networks and gaming platforms change frequently and often are not detected. The systems and processes of Allied Esports and its third-party business partners may not be adequate. Any failure to prevent or mitigate security breaches or cyber risks, or respond adequately to a security breach or cyber risk, could result in interruptions to Allied Esports’ gaming platform, degrade the gamer experience, cause gamers to lose confidence in our gaming platform and cease utilizing it, as well as significant legal and financial exposure. This could harm Allied Esports’ business and reputation, disrupt its relationships with partners and diminish its competitive position.

 

Allied Esports uses third-party services in connection with its business, and any disruption to these services could result in a disruption to its business, negative publicity and a slowdown in the growth of its users, materially and adversely affecting its business, financial condition and results of operations.

 

Allied Esports’ business depends on services provided by, and relationships with, various third parties, including cloud hosting, server operators, broadband providers, and computing peripheral suppliers, among others. The failure of any of these parties to perform in compliance with our agreements may negatively impact Allied Esports’ business.

 

Additionally, if such third parties increase their prices, fail to provide their services effectively, terminate their service or agreements or discontinue their relationships with Allied Esports, Allied Esports could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on its business, financial condition and results of operations.

 

Allied Esports’ business depends substantially on the continuing efforts of its executive officers, key employees and qualified personnel, and its business operations may be severely disrupted if it loses the services of such personnel.

 

Allied Esports’ future success depends substantially on the continued efforts of its executive officers and key employees. If one or more of its executive officers or key employees were unable or unwilling to continue their services with Allied Esports, Allied Esports might not be able to replace them easily, in a timely manner, or at all. Since the esports gaming industry is characterized by high demand and intense competition for talents, Allied Esports cannot assure you that it will be able to attract or retain qualified staff or other highly skilled employees. If any of Allied Esports’ executive officers and key employees terminates their services with Allied Esports, Allied Esports’ business may be severely disrupted, its financial condition and results of operations may be materially and adversely affected and it may incur additional expenses to recruit, train and retain qualified personnel.

 

 

 

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Allied Esports may not be able to procure the necessary permits and licenses to operate its arenas.

 

Allied Esports must obtain certain permits and licenses, including liquor licenses, to operate its arenas. Often these processes can be expensive and time consuming. There is no guarantee that Allied Esports will be able to obtain them on a timely or cost-effective basis. Any delays would jeopardize the ability of Allied Esports to operate the arenas and host events. As a result, its business could suffer.

 

Rules and regulations governing sweepstakes, promotions and giveaways vary by state and country and these rules and regulations could restrict or eliminate Allied Esports’ ability to generate revenues on its esports gaming platform under development, which could materially and adversely impact the viability of this business.

 

As part of its esports gaming platform under development, Allied Esports intends to offer subscribers the chance to win cash and prizes when playing esports games and tournaments on the platform. The awarding of cash and prizes will require compliance with the laws or regulations in various states or countries over sweepstakes, promotions and giveaways, which are complicated and constantly changing. Any negative finding of law regarding the characterization of the type of online activity carried out on the esports gaming platform could limit or prevent Allied Esports’ ability to obtain subscribers in those jurisdictions, which in turn could significantly impact Allied Esports’ ability to generate revenue. The ability or willingness to work with Allied Esports by payment processors and other service providers necessary to conduct the esports gaming platform business also may be limited due to such changes in laws or any perceived negative consequences of engaging in the business of sweepstakes, promotions and giveaways that will be utilized by the esports gaming platform.

 

Negotiations with unionized employees could delay opening or operating Allied Esports’ arenas.

 

Certain of Allied Esports’ employees may be represented by one or more unions. Allied Esports will need to engage such unions to seek to employ the services of the employees on mutually acceptable terms. However, Allied Esports cannot guarantee that such negotiations will be timely concluded to avoid interruption in its tournament schedule, or that such negotiations will ultimately result in an amicable agreement. Any failure to timely conclude the negotiations could cause a delay in Allied Esports’ ability to timely open arenas or host events. Either of these events would adversely affect Allied Esports’ profitability.

 

Allied Esports’ business is subject to regulation, and changes in applicable regulations may negatively impact its business.

 

Allied Esports is subject to a number of foreign and domestic laws and regulations that affect companies conducting business on the Internet. In addition, laws and regulations relating to user privacy, data collection, retention, electronic commerce, consumer protection, content, advertising, localization, and information security have been adopted or are being considered for adoption by many jurisdictions and countries throughout the world. These laws could harm Allied Esports’ business by limiting the products and services it can offer consumers or the manner in which it offers them. The compliance costs for these laws may increase in the future as a result of changes in interpretation. Furthermore, Allied Esports’ failure to comply with these laws or the application of these laws in an unanticipated manner may harm its business and result in penalties or significant legal liability.

 

Risks Related to Allied Esports’ Intellectual Property

 

Allied Esports licenses certain brand names under agreements that will expire and may also be subject to claims of infringement of third-party intellectual property rights.

 

Allied Esports has a three-year license with a third party, ending in July 2021, to utilize the names “Esports Arena Las Vegas” and “Esports Arena Drive”, which are part of the branding for its Las Vegas flagship esports arena location and its US-based mobile arena, respectively. Once that license expires, there is no assurance that Allied Esports will be able to further license those names or purchase them on satisfactory terms. Although Allied Esports intends to market and promote its esports arenas using intellectual property it owns and controls, there are no assurances that those efforts will be fruitful and that it will be able to maintain brand awareness once the license expires.

 

 

 

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Furthermore, third parties may claim that Allied Esports has infringed their intellectual property rights. Although Allied Esports takes steps to avoid knowingly violating the intellectual property rights of others, it is possible that third parties still may claim infringement. Infringement claims against us, whether valid or not, may be expensive to defend and divert the attention of Allied Esports’ employees from business operations. Such claims or litigation could require Allied Esports to pay damages, royalties, legal fees and other costs. Allied Esports also could be required to stop offering, distributing or supporting esports games, its gaming platform or other features or services which incorporate the affected intellectual property rights, redesign products, features or services to avoid infringement, or obtain a license, all of which could be costly and harm its business.

 

Allied Esports’ technology, content and brands are subject to the threat of piracy, unauthorized copying and other forms of intellectual property infringement.

 

Allied Esports regards its technology, content and brands as proprietary and takes measures to protect it from infringement. Piracy and other forms of unauthorized copying and use of technology, content and brands are persistent, and policing is difficult. Further, the laws of some countries do not protect our intellectual property rights to the same extent as the laws of the United States, or are poorly enforced. Legal protection of Allied Esports’ rights may be ineffective in such countries.

 

Allied Esports may not be able to prevent others from unauthorized use of its intellectual property, which could harm our business and competitive position.

 

Allied Esports regards its registered trademark and pending trademarks, service marks, pending patents, domain names, trade secrets, proprietary technologies and similar intellectual property as critical to its success. Allied Esports relies on trademark and patent law, trade secret protection and confidentiality and license agreements with its employees and others to protect its proprietary rights.

 

Allied Esports has invested significant resources to develop its own intellectual property and acquire licenses to use and distribute the intellectual property of others. Failure to maintain or protect these rights could harm its business. In addition, any unauthorized use of our intellectual property by third parties may adversely affect its current and future revenues.

 

Allied Esports may not be able to develop compelling IP content or secure media content distributors to promote, sell, and distribute such content, which could harm its business and competitive position.

 

Allied Esports intends to produce licensable content from the various live events, tournaments, and its own initiatives and brands to sell to viewers worldwide. There is no guarantee that it will be able to develop content that is compelling to its targeted customers. Media and gaming company competitors, many of which are better funded, are also creating content from esports events, and it will be difficult to create content that stands out and attracts customers. Furthermore, to carry out our worldwide distribution plans, film and media distribution partners will be needed and, in the event, Allied Esports is not able to secure content distributors on terms acceptable to Allied Esports, this will have a significant adverse impact on revenue streams from the sale of IP.

 

 

 

 

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WPT RISK FACTORS

 

Risks Related to WPT’s Current Business

 

WPT’s broadcast agreement with Fox Sports Net (“FSN”) sets a minimum level of distribution that is significantly less than the current distribution level. If WPT’s current level of distribution is reduced, the reduction could materially and adversely affect WPT’s results of operations.

 

Currently, WPT broadcasts certain of its worldwide Main Tour events throughout the United States on FSN, and they are also available on ClubWPT.com on demand, and on various digital streaming platforms. WPT’s programming agreement to broadcast the television series does not provide for any license fees to be paid to WPT for the broadcast rights. WPT benefits from the program’s distribution and promotion of WPT’s online products (ClubWPT). WPT also generates fees from sponsors by integrating sponsor logos and other advertising materials into its programs and around the broadcast of the shows through music royalties and distribution of the shows in other markets. The Season 17 sponsors include Hublot S.A., a luxury watch maker, Rockstar, Inc., an energy drink company, Baccarat, Inc., a manufacturer and retailer of fine crystal, Faded Spade Poker, LLC, a playing card manufacturer, and Zynga Inc., a social gaming operator. In May 2016, WPT entered into a programming agreement for FSN to broadcast Seasons 15 through 18 of the WPT television series through calendar year 2021 on terms that are similar to the existing agreement. WPT may be required to pay the cost to produce these shows for FSN and depending on the amount of the related revenues it is able to generate, the lack of license fees could have a material adverse effect on WPT’s financial condition, results of operations and cash flows.

 

Disney’s acquisition of FOX could have negative consequences on World Poker Tour.

 

The Walt Disney Company (“Disney”) is currently in the process of acquiring 21st Century Fox (“FOX”). Under the terms of the proposed acquisition, FOX’s non-regional news and sports assets, including FSN, will be spun off into a new company currently referred to as “New Fox” and will remain with current FOX shareholders. The Department of Justice announced that it will require Disney to sell all regional sports assets obtained as part of the acquisition (the “RSNs”) within ninety (90) days after the closing of the Disney/FOX acquisition. WPT’s programming agreement with FSN requires FSN to ensure WPT’s programming reaches a certain amount of households, which requires FSN to ensure we are broadcast on the RSNs. The FSN agreement also has other important broadcast requirements to ensure that WPT’s programming remains “appointment television” and airs at particular times on both the FSN-owned networks and the RSNs. It is unclear whether Disney will sell the RSNs to one single purchaser or to multiple purchasers, which would make it difficult to ensure WPT’s programming is carried on all of the RSNs, or at the times and dates WPT finds desirable. Even though WPT’s programming agreement with FSN will remain an enforceable obligation against FSN, there is no assurance that either WPT or FSN will be able to compel the purchaser or purchasers of the RSNs to broadcast WPT’s programming on terms WPT finds reasonable, if at all. Furthermore, these changes to the FOX and FSN business could negatively affect WPT’s ability to find other traditional television network distribution of the World Poker Tour shows in the United States. Any reduction or change of WPT’s distribution footprint has the potential to negatively affect its brand and associated sponsorship, marketing and promotional efforts.

 

There is no assurance that FSN will broadcast future seasons of the World Poker Tour, which would materially and adversely affect WPT’s results of operations.

 

In May 2016, WPT entered into an agreement for FSN to broadcast Seasons 15 through 18 of the WPT television series through calendar year 2021. If FSN elects to discontinue airing either series and WPT cannot replace its programming agreement with an agreement with a comparable U.S. broadcaster, it may be difficult for WPT to obtain sponsorship funds, it will be detrimental to the viability of the WPT brand and, consequently, would have a material adverse effect on WPT’s financial condition, results of operations and cash flows.

 

 

 

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The ClubWPT.com business is currently heavily dependent upon television as a major source for the generation of new monthly subscribers and WPT continually seeks cost effective online and traditional marketing to generate new subscribers, which if not achieved could materially and adversely affect its results of operations.

 

ClubWPT is the official subscription online poker club of the World Poker Tour. VIP users pay a monthly subscription fee for exclusive access to full episodes from every past season of the WPT television show, plus magazine access, coupons, and more. Each month, members can play poker to win a share of cash and prizes, including seats to WPT events. In addition, in January of 2019, WPT added free-to-play (i.e., “freemium”) social poker and casino gaming on the platform, whereby free chips are offered for play, but additional chips can be purchased (there are no cash prizes offered for freemium play). WPT has produced ClubWPT.com-branded television shows that aired on FSN (such as our “King of the Club” television shows), as well as incorporating significant branding and advertising of ClubWPT into the WPT television shows to build awareness and drive traffic to ClubWPT.com. In order for the ClubWPT business (including its freemium offering) to continue as a viable business, WPT needs to continuously identify cost efficient marketing tools to generate new subscribers for ClubWPT. Traditionally, WPT has marketed by using its large library of content online as a driver to the platform, or through its social media footprint. The number of paid subscribers at ClubWPT was relatively constant throughout 2018 as a result of a significant promotion by FSN, while daily active users of our freemium products has increased since we introduced it in January of 2019. The number of paid subscribers could decrease in future quarters due to the lack of current spending on marketing for new players. WPT will need to increase its marketing and promotion of ClubWPT through alternative means, such as social media, in person at WPT live events, via cross-promotion with the Allied Esports business, and via other means to ensure ClubWPT remains viable.

 

WPT’s reliance on Pala Interactive LLC (“Pala”) as a third party systems provider is subject to system security risks and business viability risks that could disrupt services provided to ClubWPT.com customers, and any such disruption could reduce WPT’s revenue, increase its expenses and harm its reputation.

 

Experienced computer programmers and hackers may be able to penetrate Pala’s network security and misappropriate confidential information, create system disruptions or cause shutdowns. In addition, computer programmers and hackers may be able to develop and deploy viruses, worms and other malicious software programs that attack their products or otherwise exploit security vulnerabilities in their products. As a result, WPT could lose its existing or potential customers. Pala is a third-party vendor whose business is dependent upon the real money gaming and social gaming business environment. Any business interruption or failure by Pala would directly affect WPT’s online business as WPT would seek to find a suitable alternative platform provider.

 

Rules and regulations governing sweepstakes, promotions and giveaways vary by state and country and these rules and regulations could restrict or eliminate WPT’s ability to generate revenues at ClubWPT.com, which could materially and adversely impact the viability of this business.

 

Changes in laws or regulations in various states or countries over sweepstakes, promotions and giveaways or a negative finding of law regarding the characterization of the type of online activity carried out on ClubWPT.com could result in WPT’s inability to obtain subscribers in those jurisdictions, which in turn could significantly impact WPT’s ability to generate revenue. The ability or willingness to work with WPT by payment processors and other service providers necessary to conduct the ClubWPT.com business also may be limited due to such changes in laws or any perceived negative consequences of engaging in the business of sweepstakes, promotions and giveaways that are utilized by ClubWPT.com.

  

WPT’s success depends in part on our brands and any future brands it may develop, and if the value of its brands were to diminish, its business would be adversely affected. Licensees of WPT’s brands may diminish the value of its brands.

 

WPT’s success depends on its World Poker Tour and Alpha 8 brands, which consist of a portfolio of trademarks, service marks and copyrighted materials. WPT’s portfolio includes, but is not limited to, existing and future episodes of the televised programming produced in connection with its existing and future brands and certain elements of these episodes, trade names and other intellectual property rights. In connection with WPT’s branding and licensing operations, WPT entered into agreements with certain licensors to utilize the WPT brand and intellectual property in connection with mobile, social media and casual games, horse racing, amateur poker leagues, governmental lottery games, and in-person and online education and training poker workshops. While specific contractual provisions require that the licensees maintain the quality of WPT’s licensed brands, WPT cannot be certain that its licensees or their manufacturers and distributors will honor their contractual obligations or that they will not take other actions that will diminish the value of WPT’s brands prior to its ability to detect and prevent any such actions.

 

 

 

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WPT may not be able to protect the format of its episodes, its current and future brands and its other proprietary rights.

 

WPT is susceptible to others imitating its television show format and other products and infringing on its intellectual property rights. Litigation may be necessary to enforce WPT’s intellectual property rights and to determine the validity and scope of its proprietary rights. Any litigation could result in substantial expense, may reduce WPT’s profits and may not adequately protect its intellectual property rights upon which it is substantially dependent. In addition, the laws of certain foreign countries do not always protect intellectual property rights to the same extent as the laws of the U.S. Imitation of WPT’s television show formats and other products or infringement of its intellectual property rights could diminish the value of its brands or otherwise adversely affect its revenues.

 

Any litigation or claims against WPT based upon its intellectual property or other third party rights, whether or not successful, could result in substantial costs and harm its reputation. In addition, such litigation or claims could force WPT to do one or more of the following: to cease exploitation of the WPT television series and related products or portions thereof that violate the potentially infringed third party rights or intellectual property, which would adversely affect WPT’s revenue; to negotiate a license from the holder of the intellectual property or other right alleged to have been infringed, which license may not be available on reasonable terms, if at all; or to modify the WPT television series and related products or portions thereof to avoid infringing the intellectual property or other rights of a third party, which may be costly and time-consuming or impossible to accomplish.

 

Early termination of WPT’s agreements with member casinos or violation by member casinos of the restrictive covenants contained in these agreements could negatively affect the size of telecast audiences and lead to declines in the performance of WPT’s other lines of business.

 

WPT entered into written agreements with all of the “member casinos” that host WPT tournament stops. However, the member casino may elect to withdraw its tournament from the WPT lineup and terminate the agreement by giving WPT notice by a specified date or, if earlier, a specified length of time before the date of the tournament, which is generally four to six months. While the agreement is in effect and, in some cases, for varying periods of time thereafter, the member casino is prohibited from televising the tournament itself, permitting any third party to televise the tournament or licensing its name, trademarks or likeness to any other party in conjunction with the telecast of a poker tournament. If a significant number of these casinos were to terminate the agreements and/or allow a competing company to telecast their tournaments after their expiration for the restricted time period, this could result in a decline in WPT’s future telecast audiences, which in turn would lead to declines in the performance and success of WPT’s other lines of business. If one or more member casinos were to breach the exclusivity provisions of their contracts with WPT by letting a competing company telecast their tournaments within the restricted time period, litigation may be necessary to enforce those rights. Any litigation could result in substantial expense.

 

Refusal of any gaming commission to register WPT as a non-gaming vendor for its branded casino tournaments could jeopardize the ability of WPT to continue holding its events at member casinos.

 

Some states require WPT to register with the state’s gaming commissions as a non-gaming vendor of the member casino that runs a WPT-branded tournament. If such gaming commissions refuse to provide the necessary vendor license, the member casino may not be able to hold WPT’s tournaments, and WPT’s business could suffer.

 

 

 

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Termination or impairment of WPT’s relationships with key licensing and strategic partners could adversely affect its revenues and results of operations.

 

WPT has developed relationships with key strategic partners in many areas of its business, including poker tournament event sponsorship, merchandise licensing, social poker and casino games, corporate sponsorship and international distribution. WPT hopes to derive significant income from its licensing arrangements and its agreements with its strategic partners are vital to finding these licensing arrangements. If WPT were to fail to manage its existing licensing relationships, this failure could have a material adverse effect on its financial condition and results of operations. WPT would also be materially adversely affected if it were to lose rights under any of its other key contracts or if the counterparty to any of these contracts were to breach its obligations to WPT. WPT relies on a limited number of contracts under which third parties provide it with services vital to WPT’s business.

 

These agreements include WPT’s agreements with:

 

·FSN, pursuant to which FSN broadcasts the WPT television series;
·Pala, who hosts and operates the ClubWPT product;
·Zynga, Inc., who licenses the WPT brand for use on its social poker platform;
·Partypoker Live Ltd., who licenses the WPT brand in connection with online and land-based poker tournaments in Europe;
·Hugeous Mass Media, who maintains WPT’s database of music and collects music royalty revenue for WPT worldwide;
·Captiveplay LLC, who licenses the WPT brand in order to operate a social poker product, PlayWPT;
·HongKong Triple Sevens Interactive Co., Ltd, who licenses the Alpha8 brand to operate a social poker product;
·Rogers Network and Game TV, for broadcasting in key international territories such as Canada;
 ·Azteca Novelas, S.A.P.I de C.V. (“TV Azteca”), pursuant to which WPT will partner with TV Azteca to create localized WPT-branded content, as well as jointly brand and market a social poker product for the territory of Mexico;
·AMC and Sport 1 & 2, who license rights to broadcast the WPT television series in 10 territories in Eastern Europe; and
·OTT Platforms, specifically PLUTO TV where WPT earns sizeable revenues.

 

If WPT’s relationship with any of these or certain other third parties were to be interrupted, or the services provided by any of these third parties were to be delayed or deteriorate for any reason without being adequately replaced, WPT’s business could be materially adversely affected. If WPT is forced to find a replacement for any of these strategic partners, this could create disruption in its business and may result in reduced revenues, increased costs or diversion of management’s attention and resources.

 

In addition, while WPT has significant control over its licensed products and advertising, WPT does not have operational and financial control over these third parties, and it has limited influence with respect to the manner in which they conduct their businesses. If any of these strategic partners experiences a significant downturn in its business or were otherwise unable to honor its obligations to WPT, WPT’s business could be materially disrupted.

 

The loss of the services of Adam Pliska or other key employees or on-air talent, or WPT’s failure to attract key individuals could adversely affect its business.

 

WPT is highly dependent on the services of Adam Pliska, who currently serves as Chief Executive Officer and President of WPT, and if the Mergers are consummated, will serve as the President of BRAC.

 

 

 

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WPT’s continued success is also dependent upon retention of other key management executives and upon its ability to attract and retain employees and on-air talent to implement its corporate development strategy and its branding and licensing efforts. The loss of some of its senior executives, or an inability to attract or retain other key individuals, could materially adversely affect WPT. Growth in WPT’s business is dependent, to a large degree, on its ability to retain and attract such employees. WPT seeks to compensate and provide incentives to its key executives, as well as other employees, through competitive salaries, stock ownership and bonus plans, but it can make no assurance that these programs will allow WPT to retain key employees or hire new employees. In addition, WPT’s future success may also be affected by the potential need to replace its key on-air talent.

  

WPT has a three year contract with the IATSE 700 Editors Union that will be expiring in August 2019. Negotiations could delay finishing production of shows needing to be delivered to FSN or increase WPT’s costs to produce the shows.

 

Certain of WPT’s employees involved in producing the WPT series are members of a union, and WPT’s contract with such union expires in August 2019. Prior to expiration of the contract, WPT will engage such union to seek to continue the services of the employees on mutually acceptable terms and avoid any interruption in services. However, WPT cannot guarantee that such negotiations will be timely concluded to avoid interruption in its production schedule, or that such negotiations will ultimately result in an amicable agreement. Any failure to timely conclude the negotiations could cause a delay in WPT’s ability to timely produce the WPT series for FSN, and the costs to do so could increase. Either of these events would adversely affect WPT’s profitability.

 

WPT’s quarterly results may fluctuate, which may negatively affect the value of the common stock.

 

Under sponsorship agreements for WPT, revenues are recognized as each episode is aired. Therefore, WPT’s quarterly revenue can fluctuate significantly depending on the number of episodes aired in any one quarter. In addition, the sales of consumer products that utilize WPT’s licensed intellectual property vary greatly, due to holiday seasons, school schedules and other outside factors. As a result, WPT’s financial results can be expected to fluctuate significantly from quarter to quarter, leading to volatility and a possible adverse effect on the market price of the common stock.

 

Risks Related to WPT’s Current Industry

 

WPT’s television programming may be unable to maintain a sufficient audience for a variety of reasons, many of which are beyond its control.

 

Television production is a speculative business because revenues and income derived from television depend primarily upon the continued acceptance of that programming by the public, which is difficult to predict. Public acceptance of particular programming is dependent upon, among other things, the quality of the programming, the strength of networks on which the programming is telecast, the promotion and scheduling of the programming and the quality and acceptance of competing television programming and other sources of entertainment and information. Popularity of programming can also be negatively impacted by excessive telecasting of the programming beyond viewers’ saturation thresholds.

 

 

 

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WPT’s ability to create and sponsor its television programming profitably may be negatively affected by adverse trends that apply to the television production business generally.

 

Television revenues and income may be affected by a number of factors, many of which are not within WPT’s control. These factors include a general decline in television viewers, pricing pressure in the television advertising industry, strength of the stations on which its programming is telecast, general economic conditions, increases in production costs and availability of other forms of entertainment and leisure time activities. Furthermore, as the popularity of streaming content over the Internet increases and more consumers “cut the cord” and cease watching traditional broadcast television, the audience for WPT’s programming will be dispersed across multiple platforms and its programming could have less overall impact and watchability. All of these factors, as well as others, may quickly change and these changes cannot be predicted with certainty. WPT’s future sponsorship opportunities may also be adversely affected by these changes. Accordingly, if any of these changes were to occur, the revenues WPT generates from television programming could decline.

 

A decline in general economic conditions or the popularity of WPT’s brand of televised poker tournaments could adversely impact its business.

 

Because WPT’s operations are affected by general economic conditions and consumer tastes, its future success is unpredictable. The demand for entertainment and leisure activities tends to be highly sensitive to consumers’ disposable incomes and thus a decline in general economic conditions could, in turn, have a material adverse effect on WPT’s business, operating results and financial condition and the price of BRAC’s common stock. An economic decline could also adversely affect WPT’s corporate sponsorship business, sales of its branded merchandise and other aspects of its business.

 

The continued popularity of WPT’s type of poker entertainment is vital in maintaining the ability to leverage its brand and develop products or services that appeal to its target audiences, which, in turn, is important to WPT’s long-term results of operations. Public tastes are unpredictable and subject to change and may be affected by changes in the political and social climates of those countries and territories in which WPT operates. A change in public opinion could have a material adverse effect on WPT’s business, operating results and financial condition and, ultimately, the price of BRAC’s common stock.

 

The political or social climate regarding gaming and poker could negatively impact WPT’s ability to negotiate future telecast license arrangements and could negatively impact its chances of renewal.

 

Although the popularity of poker, in particular, and gaming, in general, has continued to grow in the U.S. and abroad, gaming has historically experienced backlash from various constituencies and communities. Currently, the legal operational status of Internet-based casinos and card rooms remains unclear in some countries. The U.S. government has taken steps to curb activities that it believes constitutes unlawful online gaming, through legislation such as the Unlawful Internet Gambling Enforcement Act of 2006 and through arrests of off-shore online gaming operators traveling in the U.S. Also, on November 2, 2018, the U.S. Department of Justice (DOJ) issued an opinion that interprets the federal Wire Act as prohibiting any gambling that crosses state lines, including non-sports related gambling. This opinion expands the prior 2011 DOJ opinion that interpreted the Wire Act as prohibiting interstate sports gambling only.

 

 

 

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Based on the uncertain regulatory environment surrounding the marketing and promotion of Internet-based casinos and card rooms to viewers in the U.S., FSN has final edit rights to the shows that it broadcasts. FSN previously indicated that it will only display the “dot com” names or logos of Internet-based casinos and card rooms in its telecasts that are explicitly legal in select territories in the United States, although FSN has expressed a willingness to display names and logos from strictly play-for-free websites and from WPT’s member casinos. However, if FSN elects not to allow the display of “dot com” logos on the WPT show, whether because of the recent DOJ opinion or otherwise, WPT may not be able to attract other Internet-based casino sponsors or retain existing online card rooms sponsoring WPT’s tour. Additionally, increased regulatory scrutiny on Internet gambling sites may eliminate these sites as sources of advertising revenue for television networks that exhibit poker-related programming, thereby potentially impacting the value of such programming to these networks. Additionally, many participants in WPT’s tournament events are sponsored by Internet-based casino sponsors and existing online card rooms. If such sponsors’ revenues are reduced, they may not be able to sponsor WPT’s tournament participants at the same level or at all, which could cause WPT’s tournament participation to decline (in terms of numbers and professional players) and the quality and distribution of our WPT series could suffer.

 

The television entertainment market in which WPT operates is highly competitive and competitors with greater financial resources or marketplace presence may enter this market to WPT’s detriment.

 

WPT competes with other poker-related television programming, including ESPN’s coverage of the “World Series of Poker” and its “World Series of Poker” Circuit Events, among others. These and other producers of poker-related programming may be well established and may have significantly greater resources than WPT does. Based on the popularity of these poker-related televised programs, WPT believes that additional competing televised poker programs may currently be in development or may be developed in the future. WPT’s programming also competes for telecast audiences and advertising revenue with telecasts of mainstream professional and amateur sports, as well as other entertainment and leisure activities. These competing programs and activities, and the brands that they build may decrease the popularity of the WPT television series and dilute the WPT’s brand. This would adversely affect WPT’s operating results and financial condition and, ultimately, the price of BRAC’s common stock.

 

Risks Related to the Business Combination

 

BRAC may not have sufficient funds to consummate the Mergers.

 

As of December 31, 2018, BRAC had approximately $134,000 available to it outside the trust account to fund its working capital requirements. If BRAC is required to seek additional capital, it would need to borrow funds from its sponsor, management team or other third parties to operate or may be forced to liquidate. Neither BRAC’s sponsor, members of its management team, nor any of their affiliates are under any obligation to advance funds to BRAC in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to BRAC upon completion of the Mergers. If BRAC is unable to complete the Mergers because it does not have sufficient funds available, BRAC will be forced to cease operations and liquidate the trust account. Consequently, BRAC’s public stockholders may only receive, without taking into account, interest, if any, earned on the trust account and their warrants will expire worthless.

 

 

 

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Future resales of the BRAC Common Stock issued in the Mergers may cause the market price of BRAC’s securities to drop significantly, even if the business is doing well.

 

Under the Agreement, the former owners of Allied Esports and WPT will receive 11,602,754 shares of BRAC Common Stock, 3,800,003 BRAC Warrants, and the right to receive an additional 3,846,153 shares of BRAC Common Stock if the last sales price of the BRAC Common Stock reported on the Nasdaq Capital Market equals or exceeds $13.00 per share (as adjusted for stock splits, dividends, and the like) for 30 consecutive trading days during the five-year period after the consummation of the Mergers. Pursuant to the Agreement, the recipients will enter into lock-up agreements, pursuant to which they will agree to not, subject to certain exceptions, transfer, sell, tender or otherwise dispose of the shares of BRAC Common Stock and BRAC Warrants they will receive for a period from the closing of the Mergers as follows: (i) with respect to 50% of their BRAC Common Stock and BRAC Warrants, the earlier of one year after the closing of the Merger and the date on which the closing price of BRAC Common Stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the closing of the Merger and, (ii) with respect to the remaining 50% of their BRAC Common Stock and BRAC Warrants, one year after closing of the Mergers, or earlier in each case if, subsequent to the Mergers, the combined company consummates a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all stockholders having the right to exchange their shares of common stock for cash, securities, or other property. See the section titled “The Merger Proposal — Sale Restriction.”

 

Upon expiration of the applicable lock-up periods and subject to applicable securities laws, the recipients may sell large amounts of BRAC Common Stock and/or BRAC Warrants in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility of, or putting significant downward pressure on, the trading price of BRAC Common Stock and BRAC Warrants.

 

If BRAC’s stockholders exercising conversion rights fail to deliver their shares to BRAC’s transfer agent, they will not be entitled to convert their shares of BRAC Common Stock into a pro rata portion of the trust account.

 

BRAC stockholders holding public shares may have their shares converted into a pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the Mergers. To exercise conversion rights, BRAC stockholders must deliver their stock (either physically or electronically) to BRAC’s transfer agent prior to the vote at the meeting. Any stockholder who fails to deliver his, her, or its stock will not be entitled to convert his, her, or its shares into a pro rata portion of the trust account. See the section titled “Special Meeting of Stockholders — Conversion Rights” for the procedures to be followed if you wish to convert your shares to cash.

 

BRAC’s ability to request indemnification for damages arising out of the transactions may not be asserted until the aggregate amount of indemnifiable losses exceeds $500,000 and is limited to the shares and warrants held in escrow.

 

At the closing of the Mergers, 1,160,278 shares of BRAC Common Stock and 379,996 BRAC Warrants will be deposited in escrow to provide a fund for payment to BRAC with respect to its post-closing rights to indemnification under the Agreement. Claims for indemnification may only be asserted once the aggregate amount of damages exceed a $500,000 threshold, in which event all indemnifiable losses shall be payable from the first dollar thereof. Also, the aggregate liability for damages is limited to the shares and warrants placed in escrow. Accordingly, it is possible that BRAC will not be entitled to indemnification even if the other parties are found to have breached certain of their representations and warranties and covenants contained in the Agreement.

 

 

 

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BRAC’s current directors and executive officers and their affiliates own shares of common stock and units that will be worthless and have incurred reimbursable expenses that may not be reimbursed or repaid if the Mergers are not approved. Such interests may have influenced their decision to approve the Mergers.

 

BRAC’s executive officers and directors and/or their affiliates beneficially own insider shares and private units that they purchased prior to, or simultaneously with, BRAC’s initial public offering. BRAC’s executive officers, directors and their affiliates have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Mergers or another business combination is not approved within the required time period, such securities will be worthless. Additionally, BRAC’s officers, directors, initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations. These expenses will be repaid upon completion of the Mergers. However, if BRAC fails to consummate the Mergers, they will not have any claim against the trust account for reimbursement. Accordingly, BRAC may not be able to reimburse these expenses if the transactions are not completed. As of [●], 2019 BRAC’s officers, directors, initial stockholders and their affiliates had incurred approximately $[●] of unpaid reimbursable expenses. Furthermore, BRAC’s officers and directors have loaned BRAC an aggregate of $650,000 as of [●], 2019 for working capital purposes, which such amounts are payable at the closing of the Mergers or, at the lenders’ option, convertible into additional private units. BRAC’s officers and directors have indicated that they intend to fully convert these loans into additional private units if the Mergers are consummated. These loans will be forgiven if BRAC does not complete the Mergers. See the section entitled “The Merger Proposal — Interests of BRAC’s Directors and Officers and Others in the Transactions.”

 

These financial interests may have influenced the decision of BRAC’s directors and officers to approve the Mergers and to continue to pursue the Mergers. In considering the recommendations of BRAC’s board of directors to vote for the Merger Proposal and other proposals, stockholders should consider these interests.

 

Our directors may decide not to enforce Black Ridge Oil & Gas’s indemnification obligations, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.

 

If the Mergers or another business combination are not consummated within the required time period, Black Ridge Oil & Gas, an entity affiliated with BRAC’s officers and directors, will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money for services rendered or contracted for or products sold to BRAC, but only if such a vendor or target business has not executed a waiver agreement. If BRAC consummates a business combination, on the other hand, BRAC will be liable for all such claims. Neither BRAC nor Black Ridge Oil & Gas has any reason to believe that Black Ridge Oil & Gas will not be able to fulfill its indemnity obligations.

 

However, in the event that the proceeds in the trust account are reduced below $10.05 per public share and Black Ridge Oil & Gas asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Black Ridge Oil & Gas to enforce such indemnification obligations. It is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders may be reduced below $10.05 per share.

 

 

 

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The exercise of our directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Mergers may result in a conflict of interest when determining whether such changes to the terms of the Mergers or waivers of conditions are appropriate and in BRAC’s stockholders’ best interest.

 

In the period leading up to the closing of the Mergers, events may occur that, pursuant to the Agreement, would require BRAC to amend the Agreement, to consent to certain actions taken by AEM, Ourgame, or Noble, or to waive rights that BRAC is entitled to under the Agreement. Such events could arise because of changes in the course of the business of Allied Esports or WPT, a request by AEM, Ourgame, or Noble to undertake actions that would otherwise be prohibited by the terms of the Agreement, or the occurrence of other events that would have a material adverse effect on the business of Allied Esports or WPT and would entitle BRAC to terminate the Agreement. In any of such circumstances, it would be at BRAC’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for BRAC and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement, BRAC does not believe there will be any changes or waivers that BRAC’s directors and officers would be likely to make after obtaining stockholder approval of the Merger Proposal at the special meeting. While certain changes could be made without further stockholder approval, BRAC will circulate a new or amended proxy statement and resolicit BRAC’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Merger Proposal.

 

If BRAC is unable to complete the Mergers or another business combination by July 10, 2019, or such later date as may be approved by BRAC’s stockholders, BRAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against BRAC and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.05 per share.

 

Under the terms of BRAC’s amended and restated certificate of incorporation, BRAC must complete the Mergers or another business combination by July 10, 2019 (or such later date as may be approved by BRAC stockholders in an amendment to BRAC’s amended and restated certificate of incorporation) or BRAC must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against BRAC. Although BRAC has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of BRAC’s public stockholders. If BRAC is unable to complete a business combination within the required time period, Black Ridge Oil & Gas has agreed that it will be liable to BRAC if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it has discussed entering into a transaction agreement, reduces the amount of funds in the trust account to below $10.05 per public share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under BRAC’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Black Ridge Oil & Gas will not be responsible to the extent of any liability for such third party claims. Furthermore, it will not be liable to public stockholders and instead will only have liability to BRAC. We have not independently verified whether Black Ridge Oil & Gas has sufficient funds to satisfy its indemnity obligations and, therefore, it may not be able to satisfy those obligations. We have not asked Black Ridge Oil & Gas to reserve for such eventuality. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.05, plus interest, due to such claims.

 

 

 

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Additionally, if BRAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if BRAC otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, BRAC may not be able to return to its public stockholders at least $10.05.

 

BRAC stockholders may be held liable for claims by third parties against BRAC to the extent of distributions received by them.

 

If BRAC is unable to complete the Mergers or another business combination within the required time period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to BRAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. BRAC cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, BRAC cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by BRAC.

 

If BRAC is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, our board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing the board and the company to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

 

Activities taken by existing BRAC stockholders to increase the likelihood of approval of the Merger Proposal and other proposals could have a depressive effect on our stock.

 

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding BRAC or its securities, BRAC’s initial stockholders, officers, directors, or the stockholders of AEM, Noble, or Ourgame, and/or their respective affiliates may purchase BRAC shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of BRAC Common Stock or vote their shares in favor of the Merger Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the then outstanding shares of BRAC Common Stock present and entitled to vote at the meeting to approve the Merger Proposal vote in its favor and that BRAC have at least $5,000,001 of net tangible assets after taking into account holders of public shares exercising conversion rights where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on the BRAC Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

 

 

 

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BRAC’s amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with BRAC or its directors, officers, employees or stockholders.

 

BRAC’s amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought in BRAC’s name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel; provided that BRAC’s stockholders will not be deemed to have waived BRAC’s compliance with federal securities laws and the rules and regulations thereunder and can therefore bring claims for breach of these provisions in any appropriate forum. Any person or entity purchasing or otherwise acquiring any interest in shares of BRAC’s capital stock shall be deemed to have notice of and consented to the forum provisions in its amended and restated certificate of incorporation.

 

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with BRAC or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in BRAC’s amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, BRAC may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

 

Risks If the Adjournment Proposal Is Not Approved

 

If the Adjournment Proposal is not approved and we are not otherwise able to consummate the Mergers, our board of directors will not have the ability to adjourn the special meeting to a later date, and, therefore, the Mergers will not be approved.

 

Our board of directors is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, the officer presiding over the special meeting determines that it would be in the best interests of BRAC to adjourn the special meeting to give us more time to consummate the business combination for whatever reason (such as if the Merger Proposal is not approved, BRAC has net tangible assets of less than $5,000,001 after taking into account the holders of public shares who properly elect to convert their public shares into cash, or another condition to the closing of the Mergers has not been satisfied. If the Adjournment Proposal is not approved, our board will not have the ability to adjourn the special meeting to a later date. In such event, the Mergers would not be completed and, if another business combination is not consummated as permitted by BRAC’s stockholders, we will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and our board of directors, dissolving and liquidating.

 

Risks Related to the Businesses of both Allied Esports and WPT

 

 

Allied Esports and WPT have historically operated at a net loss on a consolidated basis, and there is no guarantee that after consummation of the Mergers that the combined company will be able to be profitable.

 

The combined historical operations of Allied Esports and the WPT have resulted in net losses of $31,019,725 and $18,087,231 for the years ended December 31, 2018 and 2017, respectively. We do not know with any degree of certainty whether or when the combined operations of Allied Esports and the WPT will become profitable. Even if we are able to achieve profitability in future periods, we may not be able to sustain or increase our profitability in successive periods.

 

 

 

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We have formulated our business plans and strategies based on certain assumptions regarding the acceptance of our business model and the marketing of our products and services. Nevertheless, our assessments regarding market size, market share, market acceptance of our products and services and a variety of other factors may prove incorrect. Our future success will depend upon many factors, including factors beyond our control and those that cannot be predicted at this time.


Our Board of Directors’ ability to issue undesignated preferred stock and the existence of anti-takeover provisions may depress the value of our common stock.

 

If the Charter Proposals are approved, BRAC’s authorized capital includes 1,000,000 shares of undesignated preferred stock. Our board has the power to issue any or all of the shares of preferred stock, including the authority to establish one or more series and to fix the powers, preferences, rights and limitations of such class or series, without seeking stockholder approval, subject to certain limitations on this power under Nasdaq listing requirements. Further, as a Delaware corporation, we are subject to provisions of the Delaware General Corporation Law regarding “business combinations.” We may, in the future, consider adopting additional anti-takeover measures. The authority of our board to issue undesignated stock and the anti-takeover provisions of Delaware law, as well as any future anti-takeover measures adopted by us, may, in certain circumstances, delay, deter or prevent takeover attempts and other changes in control of our company that are not approved by our board. As a result, our stockholders may lose opportunities to dispose of their shares at favorable prices generally available in takeover attempts or that may be available under a merger proposal and the market price, voting and other rights of the holders of common stock may also be affected.

 

Our failure to achieve and maintain an effective system of disclosure controls and internal control over financial reporting could adversely affect our financial position and lower our stock price.

 

Although BRAC has been a public company, Allied Esports has not been, and WPT has not been since 2009. As a public company, BRAC will continue to be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Sarbanes-Oxley Act, and the rules and regulations of the applicable listing standards of Nasdaq. We expect that the requirements of these rules and regulations will increase legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on our personnel, systems and resources. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

 

Any failure to develop or maintain effective controls or any difficulties encountered implementing required new or improved controls could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the Securities and Exchange Commission (the “SEC”). Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq.

 

 

 

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Forecasts of our market and market growth may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, there can be no assurance that our business will grow at similar rates, or at all.

 

Growth forecasts included in this proxy relating to our market opportunities and the expected growth in those markets are subject to significant uncertainty and are based on assumptions and estimates which may prove to be inaccurate. We also plan to operate in a number of foreign markets, and a downturn in any of those markets could have a significant adverse effect on our businesses. Even if these markets meets our size estimate and experiences the forecasted growth, we may not grow our business at a similar rate, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this proxy should not be taken as indicative of our future growth.

 

Any actual or perceived failure by us to comply with our privacy policies or legal or regulatory requirements in one or multiple jurisdictions could result in proceedings, actions or penalties against us.

 

Allied Esports and WPT have implemented various features intended to better comply with applicable privacy and security requirements in the collection and use of customer data, but these features do not ensure compliance and may not be effective against all potential privacy and data security concerns. A wide variety of domestic and foreign laws and regulations apply to the collection, use, retention, protection, disclosure, transfer, disposal and other processing of personal data. These data protection and privacy-related laws and regulations are evolving and may result in regulatory and public scrutiny and escalating levels of enforcement and sanctions. Our failure to comply with applicable laws and regulations, or to protect any personal data, could result in enforcement actions against us, including fines, claims for damages by customers and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could adversely affect our business, operating results, financial performance and prospects.

 

Evolving and changing definitions of personal data and personal information within the EU, the United States and elsewhere may limit or inhibit our ability to operate or expand our business. In jurisdictions outside of the United States, we may face data protection and privacy requirements that are more stringent than those in place in the United States. We are at risk of enforcement actions taken by certain EU data protection authorities until such point in time that we may be able to ensure that all transfers of personal data to us in the United States from the EU are conducted in compliance with all applicable regulatory obligations, the guidance of data protection authorities and evolving best practices. The European General Data Protection Regulation (“GDPR”) may impose additional obligations, costs and risk upon our business. The GDPR may increase substantially the penalties to which we could be subject in the event of any non-compliance. In addition, we may incur substantial expense in complying with the obligations imposed by the GDPR and we may be required to make significant changes in our business operations, all of which may adversely affect our revenues and our business overall.

 

Loss, retention or misuse of certain information and alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose us to potential liability and may require us to expend significant resources on data security and in responding to and defending such allegations and claims. In addition, future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could impair our ability to collect, use or disclose data relating to individuals, which could increase our costs and impair our ability to maintain and grow our customer base and increase our revenue.

 

 

 

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Allied Esports and WPT publicly post their privacy policies and practices concerning processing, use and disclosure of the personally identifiable information provided to them by website visitors. Publication of such privacy policies and other statements published that provide promises and assurances about privacy and security can subject us to potential state and federal action if they are found to be deceptive or misrepresentative of actual policies and practices or if actual practices are found to be unfair. Evolving and changing definitions of what constitutes “Personal Information” and “Personal Data” within the EU, the United States and elsewhere, especially relating to classification of IP addresses, machine or device identification numbers, location data and other information, may limit or inhibit our ability to operate or expand our business, including limiting technology alliance relationships that may involve the sharing of data.

 

Our failure to raise additional capital or generate cash flows necessary to expand our operations and invest in new business initiatives in the future could reduce our ability to compete successfully and harm our operating results.

 

If a significant number of holders of public shares seek to exercise conversion rights or our operations require more capital than initially anticipated, we may need to raise additional funds, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness, force us to maintain specified liquidity or other ratios or restrict our ability to pay dividends or make acquisitions. If we need additional capital and cannot raise it on acceptable terms, or at all, we may not be able to, among other things:

 

  ·   develop and enhance our products and services;

 

  ·   continue to expand our network of arenas;

 

  ·   hire, train and retain employees;

 

  ·   respond to competitive pressures or unanticipated working capital requirements; or

 

  ·   pursue acquisition opportunities.

 

 

 

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FORWARD-LOOKING STATEMENTS

 

We believe that some of the information in this proxy statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. However, because we are a “blank check” company, the safe-harbor provisions of that act do not apply to statements made in this proxy statement. You can identify these statements by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and “continue” or similar words. You should read statements that contain these words carefully because they:

 

· discuss future expectations;
   
· contain projections of future results of operations or financial condition; or
   
· state other “forward-looking” information.

 

We believe it is important to communicate our expectations to securityholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this proxy statement provide examples of risks, uncertainties, and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:

 

· the number and percentage of our public stockholders voting against the Merger Proposal and/or seeking conversion;
   
· the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement;
   
· the ability to maintain the listing of the BRAC Common Stock and BRAC Warrants on the Nasdaq Capital Market or another securities exchange following the business combination;
   
· changes adversely affecting the businesses in which Allied Esports or WPT are engaged;
   
· integration of the Allied Esports and WPT businesses into BRAC
   
· management of growth;
   
· general economic conditions;
   
· the business strategy and plans of Allied Esports and WPT; and
   
· the result of future financing efforts.

 

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

 

All forward-looking statements included herein attributable to any of BRAC, AEM, Noble, Ourgame, or any person acting on either party’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

 

Before a stockholder grants its proxy or instructs how its vote should be cast or vote on the Merger Proposal, Charter Proposals, Director Election Proposal, Incentive Plan Proposal, or the Adjournment Proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement may adversely affect BRAC, AEM, and/or Noble.

 

 

 

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SPECIAL MEETING OF STOCKHOLDERS

 

General

 

We are furnishing this proxy statement to BRAC stockholders as part of the solicitation of proxies by our board of directors for use at the special meeting of stockholders to be held on [●], 2019 and at any adjournment or postponement thereof. This proxy statement provides BRAC stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

 

Date, Time and Place

 

The special meeting of stockholders will be held on [●], 2019, at [10]:00 a.m., Eastern Time, at the offices of Graubard Miller, BRAC’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11th Floor, New York, New York 10174.

 

Purpose of the Special Meeting

 

At the special meeting, we are asking holders of BRAC Common Stock to:

 

 

· consider and vote upon a proposal to adopt the Agreement and approve the Mergers contemplated by the Agreement (Merger Proposal);
   
· consider and vote upon separate proposals to approve amendments to the amended and restated certificate of incorporation of BRAC, effective following the business combination, to (i) change the name of BRAC from “Black Ridge Acquisition Corp.” to “Allied Esports Entertainment, Inc.”; (ii) increase the number of authorized shares of BRAC Common Stock from 35,000,000 shares to 65,000,000 shares; and (iii) remove provisions that will no longer be applicable to BRAC after the business combination (Charter Proposals);
   
· elect 11 directors who, upon consummation of the business combination, will be the directors of BRAC (Director Election Proposal);
   
· consider, vote upon and adopt an equity incentive plan to be effective upon consummation of the Mergers (Incentive Plan Proposal); and
   
· consider and vote upon a proposal to adjourn the special meeting to a later date or dates if it is determined by the officer presiding over the special meeting that more time is necessary for BRAC to consummate the Mergers (Adjournment Proposal).

 

Recommendation of the Board of Directors

 

Our board of directors has unanimously determined that the Merger Proposal is fair to and in the best interests of BRAC and its stockholders; has unanimously approved the Merger Proposal; unanimously recommends that stockholders vote “FOR” the Merger Proposal; unanimously recommends that stockholders vote “FOR” each of the Charter Proposals; unanimously recommends that stockholders vote “FOR” the persons nominated for election as directors of BRAC as part of the Director Election Proposal; unanimously recommends that stockholders vote “FOR” the Incentive Plan Proposal; and unanimously recommends that stockholders vote “FOR” an Adjournment Proposal if one is presented to the meeting.

 

Record Date; Who is Entitled to Vote

 

We have fixed the close of business on [●], 2019 as the “record date” for determining the BRAC stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on the record date, there were 17,695,000 shares of BRAC Common Stock outstanding and entitled to vote. Each share of BRAC Common Stock is entitled to one vote per share at the special meeting.

 

 

 

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Pursuant to agreements with BRAC, the 3,450,000 initial shares held by the initial stockholders, the shares included in the 445,000 private units held by the initial stockholders, and any shares of BRAC Common Stock acquired by the initial stockholders in the aftermarket by such stockholders, will be voted in favor of the Merger Proposal. Additionally, Black Ridge Oil & Gas has indicated it intends to vote their shares in favor of the other proposals presented at the special meeting.

 

Quorum

 

The presence, in person or by proxy, of a majority of all the outstanding shares of BRAC Common Stock entitled to vote constitutes a quorum at the special meeting.

 

Abstentions and Broker Non-Votes

 

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to BRAC but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld from the broker. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the Merger Proposal and the other proposals presented at the Special Meeting.

 

Vote Required

 

The proposals presented at the special meeting will require the following votes:

 

· The approval of the Merger Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of BRAC Common Stock on the record date present and entitled to vote at the special meeting. The Mergers will not be consummated if BRAC has less than $5,000,001 of net tangible assets upon consummation of the Mergers after taking into account holders of public shares who have properly exercised conversion rights to have their public shares converted into cash.
   
· The approval of the Charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of BRAC Common Stock on the record date.
   
· The election of directors requires a plurality vote of the shares of BRAC Common Stock present in person or represented by proxy and entitled to vote at the special meeting. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” are elected as directors. Consequently, any shares not voted “FOR” a particular nominee (whether as a result of an abstention, a direction to withhold authority, or a broker non-vote) will not be counted in the nominee’s favor.
   
· The approval of the Incentive Plan Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of BRAC Common Stock on the record date present and entitled to vote at the meeting.
   
· The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of BRAC Common Stock on the record date present and entitled to vote at the meeting.

 

Abstentions and broker non-votes will have the same effect as a vote “against” the Charter Proposals. With respect to the Merger Proposal, Incentive Plan Proposal, and Adjournment Proposal, if presented, abstentions will have the same effect as a vote “against” such proposals while broker non-votes will have no effect on such proposals. With respect to the Director Election Proposal, abstentions and broker non-votes will have no effect on such proposal.

 

Under the Agreement, the approval of each of the Merger Proposal, Charter Proposals, Director Election Proposal and Incentive Plan Proposal is a condition to the consummation of the Mergers.

 

 

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Voting Your Shares

 

Each share of BRAC Common Stock that you own in your name on the record date entitles you to one vote. Your proxy card shows the number of shares of BRAC Common Stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

 

There are two ways to vote your shares of BRAC Common Stock at the special meeting:

 

· You Can Vote By Signing and Returning the Enclosed Proxy Card.  If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by our board “FOR” the Merger Proposal, the Charter Proposals, the persons nominated for election as directors as indicated in the Director Proposal, the Incentive Plan Proposal, and the Adjournment Proposal, if presented. Votes received after a matter has been voted upon at the special meeting will not be counted.
   
· You Can Attend the Special Meeting and Vote in Person.  You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank, or another nominee, you must get a proxy from the broker, bank, or other nominee. That is the only way we can be sure that the broker, bank, or nominee has not already voted your shares.

 

Revoking Your Proxy

 

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised at the special meeting by doing any one of the following:

 

· you may send another proxy card with a later date;
   
· you may notify James Moe, our Chief Financial Officer, in writing before the special meeting that you have revoked your proxy; or
   
· you may attend the special meeting, revoke your proxy, and vote in person as indicated above.

 

Who Can Answer Your Questions About Voting Your Shares

 

If you are a BRAC stockholder and have any questions about how to vote or direct a vote in respect of your shares of BRAC Common Stock, you may call James Moe, our Chief Financial Officer, at 952-426-0333, or Morrow Sodali our proxy solicitor, at 800-662-5200 (banks and brokers can call collect at 203-658-9400).

 

Conversion Rights

 

Any holder of public shares may seek to convert their shares into cash in connection with the Mergers. Holders of public shares are not required to affirmatively vote on the Merger Proposal or be a holder of public shares on the record date in order to exercise conversion rights with respect to such public shares. Any stockholder holding public shares may exercise conversion rights which will result in them converting their shares into a full pro rata portion of the trust account (which is anticipated to be approximately $[●] per share as of two business days prior to the anticipated consummation of the business combination). If a holder seeks conversion and the business combination is consummated, we will convert these shares into a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.

 

 

 

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Our initial stockholders will not have conversion rights with respect to the initial shares and shares underlying the private units.

 

Stockholders who seek to convert their public shares must deliver their stock, either physically or electronically using Depository Trust Company’s DWAC System, to BRAC’s transfer agent no later than two days prior to the Special Meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting stockholder on whose behalf the broker is tendering the shares. If the proposed Mergers are not consummated this may result in an additional cost to stockholders for the return of their shares.

 

If a holder of a public share delivered its certificate to BRAC’s transfer agent for conversion and subsequently decides prior to the meeting date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).

 

If the Mergers are not approved or completed for any reason, then stockholders who elected to exercise their conversion rights will not be entitled to convert their shares into a full pro rata portion of the trust account, as applicable. In such case, we will promptly return any shares delivered by holders. BRAC will not be able to consummate the Mergers if it has less than $5,000,001 of net tangible assets upon consummation of the Mergers after taking into account the stockholders who have exercised conversion rights. Ourgame, AEM and Noble may terminate the Agreement if, after payment to stockholders who elected to exercise their conversion rights, BRAC has less than $80,000,000 in cash or liquid securities available for its working capital needs.

 

The closing price of BRAC Common Stock on [●], 2019 was $[●]. It is anticipated that the cash held in the trust account two business days prior to the consummation of the Mergers will be approximately $[●] million ($[●] per public share). Prior to exercising conversion rights, stockholders should verify the market price of BRAC Common Stock as they may receive higher proceeds from the sale of their stock in the public market than from exercising their conversion rights if the market price per share is higher than the conversion price. We cannot assure stockholders that they will be able to sell their shares of BRAC Common Stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in our common stock when stockholders wish to sell their shares.

 

If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of BRAC Common Stock for cash and will no longer own those shares.

 

Appraisal Rights

 

Holders of BRAC Common Stock, BRAC Warrants and BRAC rights do not have appraisal rights in connection the transactions under the DGCL.

 

Proxy Solicitation Costs

 

BRAC is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. BRAC and its directors, officers, and employees may also solicit proxies in person, by telephone, or by other electronic means. BRAC will bear the cost of the solicitation.

 

We have hired Morrow Sodali to assist in the proxy solicitation process. We will pay that firm a fee of $18,000 plus disbursements. Such fee will be paid with non-trust account funds.

 

We will ask banks, brokers, and other institutions, nominees, and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable expenses.

 

 

 

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Initial Stockholders

 

As of the record date, our initial stockholders beneficially owned and were entitled to vote an aggregate of 3,450,000 initial shares that were issued prior to our initial public offering. The initial stockholders also purchased an aggregate of 445,000 private units simultaneously with the consummation of our initial public offering. The shares held by the initial stockholders currently constitute approximately 22% of the outstanding shares of BRAC Common Stock. In connection with the initial public offering, the initial stockholders agreed to vote the initial shares, the shares included in the private units, as well as any shares of BRAC Common Stock acquired in the aftermarket, in favor of the Merger Proposal. The initial stockholders have indicated that they intend to vote their shares in favor of all other proposals being presented at the special meeting. The initial shares and private units have no right to participate in any redemption distribution and will be worthless if no business combination is effected by BRAC. In connection with the initial public offering, the initial stockholders entered into an escrow agreement pursuant to which their initial shares are held in escrow and may not be transferred (subject to limited exceptions) until (i) with respect to 50% of the initial shares, the earlier of one year after the date of the consummation of an initial business combination and the date on which the closing price of our common stock exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations, and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of an initial business combination and, (ii) with respect to the remaining 50% of the initial shares, one year after the date of the consummation of an initial business combination, or earlier in each case if, subsequent to the initial business combination, BRAC consummates a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities, or other property.

 

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding BRAC or its securities, BRAC’s officers, directors, initial stockholders, AEM, Noble, Ourgame, and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of BRAC Common Stock or vote their shares in favor of the Merger Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of approval of the Merger Proposal or to decrease the number of public shares that are being converted to cash. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.

 

Entering into any such arrangements may have a depressive effect on our Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

 

If such transactions are effected, the consequence could be to cause the transactions to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Merger Proposal and other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved.

 

As of the date of this proxy statement, other than as described above, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. BRAC will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the Merger Proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

 

 

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THE MERGER PROPOSAL

 

The discussion in this proxy statement of the transactions and the principal terms of the Agreement is subject to, and is qualified in its entirety by reference to, the Agreement. A copy of the Agreement is attached as Annex A to this proxy statement.

 

Structure of the Transaction

 

The Agreement provides, among other things, for the Redomestication Merger pursuant to which Noble will merge with and into AEM with AEM being the surviving entity, and immediately after the Redomestication Merger, the Transaction Merger will occur pursuant to which Merger Sub will merge with and into AEM, with AEM being the surviving entity and becoming a wholly-owned subsidiary of BRAC.

 

Upon consummation of the Mergers, BRAC will issue to the former owners of Allied Esports and WPT (i) an aggregate of 11,602,754 shares of BRAC Common Stock and (ii) an aggregate of 3,800,003 BRAC Warrants, which warrants will be identical to BRAC’s public warrants. Additionally, the former owners of Allied Esports and WPT will be entitled to receive their pro rata portion of an aggregate of an additional 3,846,153 shares of BRAC Common Stock if the last sales price of the BRAC Common Stock reported on the Nasdaq Capital Market equals or exceeds $13.00 per share (as adjusted for stock splits, dividends, and the like) for 30 consecutive trading days at any time during the five-year period after the consummation of the Mergers.

 

Headquarters; Trading Symbols

 

After completion of the transactions contemplated by the Agreement:

 

· the corporate headquarters and principal executive offices of BRAC will be located at 1920 Main Street, Suite 1150, Irvine, California 90808; and
   
· BRAC Common Stock and Warrants will be traded on the Nasdaq Capital Market under the symbols AESE and AESEW, respectively.

 

Indemnification

 

To provide a source of funds for payment to BRAC with respect to certain post-closing rights to indemnification under the Agreement, the parties have agreed to place into escrow with Continental Stock Transfer & Trust Company acting as escrow agent an aggregate of 1,160,278 shares of BRAC Common Stock and 379,996 BRAC Warrants issuable at closing of the Mergers. Claims for indemnification may be asserted once damages exceed a $500,000 threshold and will be reimbursable to the full extent of the damages from dollar one; provided that such reimbursement will not exceed the amount of shares and warrants in escrow. The shares and warrants in escrow will be released on the date that is one year from the closing date of the Mergers, less that portion of the shares and warrants applied in satisfaction of, or reserved with respect to, indemnification claims made prior to such date, if any.

 

 

 

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Sale Restriction

 

The recipients of the shares of BRAC Common Stock and BRAC Warrants will be required to enter into lock-up agreements as a condition of receiving BRAC Common Stock and BRAC Warrants in connection with the Mergers, pursuant to which they will agree to not, subject to certain exceptions, transfer, sell, tender or otherwise dispose of the shares of BRAC Common Stock and BRAC Warrants they will receive for a period from the closing of the Mergers as follows: (i) with respect to 50% of their BRAC Common Stock and BRAC Warrants, the earlier of one year after the closing of the Merger and the date on which the closing price of BRAC Common Stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the closing of the Merger and, (ii) with respect to the remaining 50% of their BRAC Common Stock and BRAC Warrants, one year after closing of the Mergers, or earlier in each case if, subsequent to the Mergers, the combined company consummates a subsequent liquidation, merger, stock exchange, or other similar transaction which results in all stockholders having the right to exchange their shares of common stock for cash, securities, or other property.

 

Background of the Transactions

 

The terms of the Agreement are the result of arm’s-length negotiations between representatives of BRAC, AEM, Noble, and Ourgame. The following is a brief discussion of the background of these negotiations, the Agreement and related transactions.

 

BRAC is a blank check company that was formed in Delaware on May 9, 2017 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 entities.

 

BRAC identified the following general criteria and guidelines and sought to evaluate companies that it believed:

 

·Underperformed due to market conditions or lack of access to capital;
·Offered attractive risk-adjusted equity returns for stockholders;
·Needed growth capital to accelerate business transformation, production or other strategic growth opportunities such as acquisitions; and
·Had equity owners that were not looking to sell their equity but rather roll their equity and continue to participate in the next phase of equity value creation.

 

These criteria were not intended to be exhaustive, and any evaluation relating to the merits of a particular initial business combination were based, to the extent relevant, on these guidelines as well as other considerations, factors, and criteria that BRAC’s management team deemed relevant.

 

BRAC completed its initial public offering in October 2017. Beginning on the closing date of the initial public offering, BRAC began to search for business combination candidates. As part of the search process, representatives of BRAC contacted, and were contacted by, a number of individuals and entities with respect to business combination opportunities. Using the network of BRAC’s management and directors developed over 40 years of investing experience, BRAC and Black Ridge Oil & Gas, Inc., BRAC’s sole stockholder prior to the initial public offering and sponsor, reached out directly to potential targets and BRAC’s outside advisors, including investment bankers, lawyers, accountants and consultants.

 

During the initial phase of the search process, BRAC elected to prioritize the oil and gas industry over other sector opportunities. This decision was made due to the belief that (i) the sector was in the early stages of a recovery from oil’s steep price decline in 2014 and 2016, (ii) financial distress prevalent in the sector created many target recapitalization opportunities and (iii) other blank check companies were having success transacting in the energy sector. Additionally, BRAC’s management had significant prior experience investing in related sectors.

 

 

 

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During the search process, BRAC developed a list and engaged with more than 80 businesses or their advisors, signed confidentiality agreements with 36 potential targets, and performed diligence on many of these targets. BRAC submitted or received term sheets or had substantive discussions on valuation with 22 businesses, including Allied Esports. Many of these potential targets were in the oil and gas industry, but many were in other industries including electric power, alternative energy, biotech, technology, food products and esports. The potential targets ranged from approximately $100 million to $1 billion in estimated total enterprise value. BRAC did not ultimately pursue a transaction with these other potential targets for a variety of reasons, including (i) a determination that the potential targets did not meet one or more of BRAC’s investment criteria (ii) legal, contractual or structural impediments to completing a transaction with the potential targets, (iii) a determination that a transaction with the potential targets on terms acceptable to BRAC could not be, or was unlikely to be, reached, and (iv) BRAC’s determination that a business combination with Allied Esports provided a superior opportunity compared to potential alternatives previously reviewed.

 

On May 27, 2018, Lyle Berman, a member of the board of directors of BRAC, met with Steve Lipscomb, Adam Pliska, Eric Yang and Frank Ng (the co-CEO’s of Ourgame) at Mr. Berman’s residence in Las Vegas. This meeting was at the suggestion of Steve Lipscomb and Adam Pliska, who Mr. Berman previously worked with at WPT. Mr. Yang and Mr. Ng were assessing various alternatives to fund the Allied Esports business and had become aware that Mr. Berman was involved with BRAC. Mr. Berman expressed an initial interest in continuing the discussions and asked that Mr. Yang and Mr. Ng send Mr. Berman an indication of value for the Allied Esports business and five year projections for the business with and without capital from BRAC. Mr. Berman then indicated that once he received this information, he would involve Ken DeCubellis, Chief Executive Officer of BRAC, and other members of the BRAC team to perform an initial assessment of the potential business combination.

 

On July 8, 2018, Jud Hannigan, the CEO of Allied Esports, emailed Mr. Berman an initial draft term sheet setting forth the proposed consideration for the transaction. Mr. Berman forwarded the term sheet to Mr. DeCubellis on July 9, 2018. On July 11, 2018, BRAC and Allied Esports executed a Non-Disclosure Agreement, and Mr. DeCubellis and Mr. Hannigan set up an introductory phone call on July 12, 2018 between members of the BRAC management team and members of the management team of Allied Esports and Ourgame. Ahead of the July 12, 2018 phone call, Mr. Hannigan sent Mr. DeCubellis additional background information on Allied Esports and an investment banking report on the industry. During the call, it was agreed that Allied Esports would send a detailed five year financial model to BRAC.

 

Following the call on July 12, 2018, Mr. Berman contacted Macquarie Capital about advising BRAC on this potential transaction. During the following week, members of BRAC management began to conduct high level due diligence on Allied Esports and the global esports industry.

 

On July 21, 2018, Allied Esports delivered to BRAC a financial model. Thereafter, on July 23, 2018, members of Allied Esports met with members of BRAC at the Esports Arena in Las Vegas. During this meeting, Allied Esports management gave Mr. DeCubellis and Mr. Berman a tour of the arena and reviewed the financial model. On July 24, representatives from Macquarie visited the arena and met with BRAC and members of Allied Esports management. At this meeting, Allied Esports management again presented the financial model to BRAC. Mr. DeCubellis also reviewed with members of Allied Esports the capitalization of BRAC.

 

Mr. DeCubellis and Mr. Berman then continued to negotiate the terms of a proposed transaction, taking into account the information learned by both parties at these meetings. On July 26, 2018, Mr. DeCubellis sent Allied Esports an updated version of the term sheet for the proposed transaction.

 

From July 24, 2018 through July 31, 2018, BRAC management and Macquarie performed high level valuation work, reviewed the Allied Esports financial model, reviewed comparable company trading multiples and began developing a detailed combined company financial model.

 

 

 

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On July 31, 2018, the BRAC board met and authorized Mr. DeCubellis to execute the non-binding term sheet for the proposed transaction and to formally engage Macquarie as financial advisor for BRAC for the business combination, which he did promptly thereafter.

 

On August 6, 2018, Mr. DeCubellis and Kevin Shi, Sam Kim an Sung Chun (representatives of Macquarie) met with Jud Hannigan, Eric Yang and Frank Ng at Allied Esports’ offices in Irvine, California to discuss how the proposed transaction might be marketed and to work on a combined company financial model and investor presentation that could be used for the proposed transaction. At this meeting, the Allied Esports team presented their company growth strategy.

 

On August 8, 2018, Mr. DeCubellis and Messrs. Hannigan, Yang, Ng and Moon had a conference call to further discuss the combined company financial model and investor presentation.

 

On August 10, 2018, Mr. DeCubellis and Messrs. Shi, Kim and Chun of Macquarie again met with Jud Hannigan, Eric Yang and Frank Ng to further discuss the combined company financial model and investor presentation.

 

On August 13, 2018, August 15, 2018 and August 17, 2018, Mr. DeCubellis and Messrs. Hannigan, Yang, Ng and Moon had follow-up calls to further discuss the combined company financial model and investor presentation.

 

On August 21, 2018, Mr. DeCubellis met with Messrs. Hannigan, Yang, Ng and Moon in Santa Ana, California to continue to work on the combined company financial model and investor presentation. The parties then had a conference call with Messrs. Shi, Kim and Chun of Macquarie to further discuss the proposed transaction.

 

On August 24, 2018, Mr. DeCubellis and Messrs. Shi, Kim and Chun of Macquarie again met with Jud Hannigan, Eric Yang and Frank Ng in Irvine, California to continue to work on the combined company financial model and investor presentation. During this meeting, the management team presented the latest investor presentation and received feedback on talking points. The parties then had follow-up conference calls on August 29, 2018 and August 30, 2018 to discuss the same topics.

 

On September 6, 2018, the BRAC board of directors held a meeting to discuss the current state of the transaction. At that meeting, Mr. Ng, Mr. Yang and Mr. Hannigan attended and presented the BRAC board of directors with a summary of the Allied Esports business plan and answered numerous questions the board members had on the proposed transaction. The BRAC board also discussed the current draft of the investor presentation. During the executive session of the BRAC board meeting, Mr. DeCubellis discussed with the BRAC board an idea of changing the terms of the proposed transaction to include the WPT business along with the Allied Esports business. Mr. DeCubellis noted that WPT had been a leader in the global poker business for 17 years and had utilized a strategy that was being deployed by Allied Esports in the global esports business. This strategy was built on three pillars: (i) Live In Person Experiences, (ii) Multi-Platform Content and (iii) Online Business. Aside from utilizing the same business strategy, additional rationale for including WPT in the proposed transaction was that key members of WPT management could be available to execute the strategy in the Allied Esports business, and the existing revenue and cash flow from WPT could help mitigate risk in the esports business for potential investors in the combined company. After further discussion on the subject, the BRAC board authorized Mr. DeCubellis to enter into further negotiations with Mr. Ng and Mr. Yang in order to add WPT to the transaction.

 

 


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On September 10, 2018, Mr. DeCubellis and Mr. Berman met with Mr. Ng and Mr. Yang in Denver, Colorado and negotiated the various terms of the proposed transaction in its current form, including adding WPT to the proposed transaction and setting the new agreed upon consideration for the transaction based on the addition of WPT and the other business information Allied Esports and WPT provided to BRAC about their business and financial outlook. On September 25, 2018, the parties executed a non-binding term sheet to evidence the terms of the proposed transaction.

 

On October 9, 2018, Graubard Miller, BRAC’s legal counsel, sent a first draft of the Agreement to management and counsel of Allied Esports and WPT. During the subsequent weeks, management and legal advisors for both parties completed due diligence and negotiated terms of the Agreement.

 

During the week of November 26, 2018, BRAC management held discussions with a handful of investment banks in order to engage a firm to render a fairness opinion on the transaction. On December 5, 2018, BRAC engaged Craig-Hallum to render the fairness opinion.

 

On December 19, 2018, BRAC’s board of directors held a telephonic meeting. BRAC’s entire board of directors was present at the meeting. In addition, the following invited individuals were also present: James Moe, Michael Eisele, Kevin Patty, representatives of Craig-Hallum, and representatives of Graubard Miller.

 

Prior to the meeting, copies of the then most recent drafts of the significant transaction documents, internally prepared analyses and a draft fairness opinion were delivered to the directors. Ken DeCubellis and James Moe led a discussion of the search for a merger candidate and detailed the dynamics of the Allied Esports / WPT transaction. At the request of the BRAC board, representatives of Craig-Hallum then reviewed and discussed its financial analyses with respect to the proposed business combination. Thereafter, the representatives of Craig-Hallum rendered their firm’s oral opinion to the BRAC board (which was confirmed in writing by delivery of Craig-Hallum’s written opinion dated the same date), as to, as of December 19, 2018, (i) the fairness, from a financial point of view, to BRAC of the consideration to be paid by BRAC in the Mergers and (ii) whether the acquired businesses had a combined fair market value equal to at least 80% of the balance of funds in BRAC’s trust account. After considerable review and discussion, the Agreement and related documents were approved, subject to final negotiations and modifications, and the board determined to recommend to BRAC’s stockholders the approval of the Agreement.

 

The Agreement was signed later that day on December 19, 2018. After the market closed on December 19, 2018, BRAC issued a press release announcing the execution of the Agreement and some of the salient terms of the Agreement. On December 20, 2018, BRAC filed a Current Report on Form 8-K, which included the press release, the Agreement and an investor presentation.

 

BRAC’s Board of Directors’ Reasons for Approving the Transactions

 

The consideration to be paid pursuant to the Agreement was determined by several factors. Our board of directors reviewed various industry and financial data in order to determine that the consideration to be paid was reasonable and that the Mergers were in the best interests of BRAC’s stockholders. The financial data reviewed included the historical and projected consolidated financial statements of the Allied Esports and WPT businesses, comparable publicly traded company analyses prepared by management, an analysis of pro forma capital structure and trading multiples prepared by management, and analyses provided by Craig-Hallum.

 

 

 

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We conducted a due diligence review of Allied Esports and WPT that included an industry analysis, an analysis of the existing business models of Allied Esports and WPT, historical and projected financial results, and a valuation analysis in order to enable our board of directors to ascertain the reasonableness of the consideration being paid.

 

Our management, including the members of the board of directors and advisors, has long and diverse experience in both operational management and investment and financial management and analysis and, in our opinion, was suitably qualified to conduct the due diligence and other investigations and analyses required in connection with our search for a merger partner. A detailed description of the experience of our executive officers and board of directors are included in the section of this proxy statement entitled “Other Information Related to BRAC — Director and Executive Officers.”

 

Our board of directors concluded that entering into the Agreement was in the best interests of BRAC’s stockholders. Our board of directors considered a wide variety of factors in connection with its evaluation of the Agreement. In light of the complexity of those factors, the board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the board may have given different weight to different factors.

 

In considering the Mergers, the board of directors gave considerable weight to the following factors:

 

·Large and Rapidly Growing Addressable Market. The esports and gaming industry is large and rapidly growing with an estimated 2.2 billion gamers globally.

 

·Strategic Value to Business Combination. Lyle Berman, a director of BRAC, and other members of the BRAC management team have significant gaming experience to add value to the combined company.

 

·Barriers to Entry. The Allied Esports and WPT brands are synonymous with esports and distributable event-driven content, creating a barrier to entry around the combined company’s platform.

 

·Potential for Monetization. As the industry matures, significant upside exists from closing the per-capita revenue gap between esports and mainstream sports.

 

·Debt-Free Business. The business will be debt-free upon closing of the Mergers.

 

Our board of directors also considered the following potentially negative factors associated with the transactions:

 

·Delays in Scheduling Events. Delays in scheduling live events and renting adequate facilities for shows could impact the combined company’s business plans

 

·Cost overruns and delays. Allied Esports plans to add two new flagship arenas, one in Europe and one in Asia Pacific. Cost overruns, delays in construction or other geopolitical country risks could negatively impact the Allied Esports business.

 

·New products may not be well-received. A new online subscription platform of Allied Esports is currently being developed. If it is not well-received by customers, it could negatively impact the surviving company’s business and results of operations.

 

Our board of directors concluded, however, that the potentially negative factors associated with the transactions were outweighed by the potential benefits of the transactions described above.

 

 

 

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Opinion of Financial Advisor

 

In making its determination with respect to the transactions, BRAC’s board of directors also considered the financial analysis reviewed by Craig-Hallum, and the opinion of Craig-Hallum as of December 19, 2018, as to (i) the fairness, from a financial point of view, to BRAC of the consideration to be paid pursuant to the Agreement and (ii) whether the businesses acquired had a combined fair market value equal to at least 80% of the balance of funds in BRAC’s trust account.

 

On December 19, 2018, at a meeting of the BRAC Board held to evaluate the proposed transaction, Craig-Hallum delivered to the BRAC Board an oral opinion, subsequently confirmed by delivery of a written opinion, to the effect that, as of that date and based upon and subject to the factors and assumptions set forth therein, (i) the merger consideration to be paid by BRAC in the transaction pursuant to the Agreement is fair, from a financial point of view, to BRAC, and (ii) the fair market value of the business being acquired equals or exceeds 80% of the amount held by BRAC in trust for benefit of its public stockholders (excluding any deferred underwriting commissions and taxes payable on the income earned on the trust account).

 

The full text of the written opinion of Craig-Hallum, dated December 19, 2018, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B to this proxy statement. The following summary of Craig-Hallum’s opinion in this proxy statement is qualified in its entirety by reference to the full text of the opinion. Craig-Hallum provided its opinion for the information and assistance of the BRAC Board in connection with its consideration of the transaction. Craig-Hallum’s opinion was not intended to and does not constitute a recommendation as to how any holder of BRAC Common Stock should vote or take any action with respect to the transaction or any other matter.

 

In arriving at its opinion, Craig-Hallum, among other things:

 

·reviewed the financial terms of a draft of the Agreement received on December 17, 2018;

 

·reviewed and analyzed certain historical financial, operating and business information related to the target;

 

·reviewed and analyzed certain internal financial projections of the targets prepared for financial planning purposes and furnished by the management of the target;

 

·reviewed and analyzed certain publicly available information relative to BRAC;

 

·reviewed and analyzed certain historical financial, operating, market and securities data of BRAC publicly available or furnished by the management of BRAC, as applicable;

 

·conducted discussions with management of BRAC with respect to BRAC’s strategic reasons for pursuing the transaction and BRAC’s valuation of the target;

 

 

 

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·conducted discussions with members of management of BRAC and the target with respect to the business and prospects of BRAC and the target, respectively, on a stand-alone basis and on a combined basis;

 

·reviewed and analyzed the reported prices and trading activity of shares of BRAC Common Stock;

 

·compared the financial performance of the target with that of certain other publicly traded companies deemed by Craig-Hallum to be comparable to the target;

 

·to the extent publicly available, reviewed and analyzed financial terms of certain acquisition transactions involving companies operating in businesses and industries deemed similar to that in which the target operates and selected companies deemed by Craig-Hallum to be comparable to the target;

 

·performed discounted cash flows analyses on the target on a stand-alone basis incorporating various assumptions provided to Craig-Hallum by the management of each of BRAC and the target; and

 

·compared the fair market value of the target implied by the various financial analyses that Craig-Hallum conducted to the amount held by BRAC in trust for the benefit of its public stockholders (excluding any deferred underwriting commissions and taxes payable on the income earned on the trust account), as provided by management of BRAC and the target, as applicable.

 

In addition, Craig-Hallum conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as Craig-Hallum deemed necessary and appropriate in arriving at its opinion.

 

Summary of Financial Analyses

 

In accordance with customary investment banking practice, Craig-Hallum employed generally accepted valuation methods in reaching its fairness opinion. The following is a summary of the material financial analyses performed by Craig-Hallum in connection with the preparation of its fairness opinion, which was reviewed with, and formally delivered to, the BRAC Board at a meeting held on December 19, 2018. The preparation of analyses and a fairness opinion is a complex analytic process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, this summary does not purport to be a complete description of the analyses performed by Craig-Hallum or of its presentation to the BRAC Board on December 19, 2018.

 

This summary includes information presented in tabular format, which tables must be read together with the text of each analysis summary and considered as a whole in order to fully understand the financial analyses presented by Craig-Hallum. The tables alone do not constitute a complete summary of the financial analyses. The order in which these analyses are presented below, and the results of those analyses, should not be taken as an indication of the relative importance or weight given to these analyses by Craig-Hallum or the BRAC Board. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before December 19, 2018 and is not necessarily indicative of current market conditions. All analyses conducted by Craig-Hallum were going concern analyses and Craig-Hallum expressed no opinion regarding the liquidation value of any entity.

 

 

 

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The consideration to be paid by BRAC in the transaction was determined through arm’s-length negotiations between BRAC and the target and was approved by the BRAC Board. Craig-Hallum did not provide advice to the BRAC Board during these negotiations nor recommend any specific consideration to BRAC or the BRAC Board or suggest that any specific consideration constituted the only appropriate consideration for the transaction, including but not limited to the consideration being paid by BRAC. In addition, Craig-Hallum’s opinion and its presentation to the BRAC Board were one of many factors taken into consideration by the BRAC Board in deciding to approve the transaction.

 

For purposes of its financial analyses, Craig-Hallum (i) utilized the target’s internal financial projections for the fiscal years ending December 31, 2019 through December 31, 2022, prepared by and furnished to Craig-Hallum by the management of BRAC and the target and (ii) assumed with the consent of management of BRAC and the target that the implied enterprise value of the target as of closing includes the $35.0 million payment that shall be made by BRAC to Ourgame to retire certain indebtedness owed by the target to Ourgame (as further described in this proxy statement).

 

Further, Craig-Hallum was advised by management of BRAC, and Craig-Hallum assumed with the consent of management of BRAC, that, as of the date of its opinion, (i) the amount held by BRAC in trust for the benefit of its public stockholders (excluding any deferred underwriting commissions and taxes payable on the income earned on the trust account) is equal to $140.6 million, (ii) the fair market value of the target, or the Target Fair Market Value, is equal to (a) $151.3 million (excluding the contingent consideration), and (b) $201.3 million (including the contingent consideration), and (iii) the Target Fair Market Value is a reasonable basis upon which to evaluate the target.

 

Comparable Public Company Analysis

 

Craig-Hallum reviewed, among other things, selected historical financial data and estimated financial data of the target based on projections provided by its management, and compared them to corresponding financial data, where applicable, for U.S. listed public companies that Craig-Hallum deemed comparable to the target.  Craig-Hallum also derived multiples for each of the comparable companies and the target based on such financial data and market trading prices, as applicable, and compared them. Craig-Hallum selected these companies based on characteristics described below using the most recently available public information obtained by searching SEC filings, public company disclosures, press releases, equity research reports, industry and popular press reports, databases and other sources.

 

Although Craig-Hallum selected the companies reviewed in these analyses because, among other things, their businesses are reasonably similar to that of the target, no selected company is identical to the target. Accordingly, Craig-Hallum’s comparison of selected companies to the target and analysis of the results of such comparison was not purely quantitative, but instead necessarily involved qualitative considerations and professional judgments concerning differences in financial and operating characteristics and other factors that could affect the relative value of the target.

 

The comparable group consisted of eight (8) U.S. publicly traded companies that have financial profiles deemed comparable to the target and have a primary focus on entertainment, online interactive platforms and/or content creation with a subscription services component. Craig-Hallum did not exclude any companies with comparable financial profiles in the focus industry. Such group is referred to in this proxy statement/prospectus as the “Comparable Group.” Based on these criteria, Craig-Hallum identified and analyzed the following selected companies:

 

·Bilibili Inc.
·Gaia, Inc.
·HUYA Inc.
·Live XLive Media, Inc.
·Netflix, Inc.
·Sea Limited
·Weibo Corporation
·World Wrestling Entertainment, Inc.

 

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In all instances, multiples were based on closing stock prices on December 18, 2018. With respect to the Comparable Group table below, the information Craig-Hallum presented included the following valuation and operating data:

 

·Multiple of enterprise value to revenue for the last twelve months, or EV / LTM Revenue
·Multiple of enterprise value to EBITDA for the last twelve months, or EV / LTM EBITDA
·Multiple of enterprise value to estimated 2018 revenue, or EV / 2018E Revenue
·Multiple of enterprise value to estimated 2018 EBITDA, or EV / 2018E EBITDA
·Multiple of enterprise value to estimated 2019 revenue, or EV / 2019E Revenue
·Multiple of enterprise value to estimated 2020 revenue, or EV / 2020E Revenue

 

    Comparable Group 
    Minimum    

25th

Percentile

    Median    75th Percentile    Maximum 
EV / LTM Revenue (1)   4.0x    5.3x    7.3x    8.2x    10.2x 
EV / LTM EBITDA (1)(2)   3.5x    8.5x    15.7x    33.0x    49.5x 
EV / 2018E Revenue (3)   3.6x    3.9x    6.8x    7.3x    8.0x 
EV / 2018E EBITDA (2)(3)   9.4x    17.5x    28.1x    43.0x    64.0x 
EV / 2019E Revenue (3)   2.1x    2.5x    3.5x    5.9x    6.4x 
EV / 2020E Revenue (3)   1.4x    1.8x    3.1x    4.7x    5.2x 

_______________

(1)LTM for the selected public company analysis is based on latest publicly reported financial results.  For the target, LTM is as of September 30, 2018.

 

(2)EBITDA is defined as earnings before interest, taxes, depreciation, amortization, stock-based compensation and one-time non-recurring items.

 

(3)Projected fiscal year 2018, 2019 and 2020 revenue and EBITDA, as applicable, for the target were based on projections provided by management of BRAC and the target. Projected fiscal year 2018, 2019 and 2020 revenue and EBITDA, as applicable, for the selected public companies were based on equity research analyst consensus estimates.

 

Based on the analysis above, Craig-Hallum then applied the range of Comparable Group trading multiples to the applicable revenue metrics of the target. The analysis indicated the following implied enterprise value of the target as compared to the target’s stand-alone statistic:

 

        Implied Enterprise Value of Target (millions) 
   

Target

(millions)

   Minimum  

25th

Percentile

   Median   75th Percentile   Maximum 
2018E Revenue   $19.9   $72.1   $78.4   $135.3   $144.7   $159.8 
2019E Revenue   $35.1   $75.2   $87.3   $123.4   $206.2   $224.4 
2020E Revenue   $107.9   $152.2   $196.2   $334.2   $502.8   $563.5 
                                 

 

 

 

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Comparable M&A Transaction Analysis

 

Craig-Hallum performed a comparable M&A transaction analysis, which is designed to imply a value for a company based on publicly available financial terms of the selected transactions that share some characteristics with the transaction. Craig-Hallum selected these transactions based on information obtained by searching SEC filings, public company disclosures, press releases, equity research reports, industry and popular press reports, databases and other sources.  Craig-Hallum selected these transactions based on the following criteria:

 

·transactions with a target company primarily focused on entertainment, online interactive platforms and/or content creation with a subscription services component;

 

·transactions announced since January 1, 2014; and

 

·transactions with publicly available information regarding terms of the transaction.

 

Craig-Hallum did not exclude any transactions that met the foregoing criteria. The group was comprised of the following transactions and is referred to in this proxy statement as the “Precedent Transaction Group:”

 

Target   Buyer(s)
Sky Betting and Gaming   The Stars Group Inc.
RLJ Entertainment, Inc.   Digital Entertainment Holdings LLC
Big Fish Games, Inc.   Aristocrat Technologies, Inc.
Ultimate Fighting Championship Ltd.(1)   KKR, Silver Lake and IMG
Martha Stewart Living Omnimedia, Inc.   Sequential Brands Group, Inc.
Peerless Media Limited   Ourgame International Holdings Limited
Twitch Interactive, Inc.(2)   Amazon.com, Inc.

_______________

(1)The LTM revenue for Ultimate Fighting Championship Ltd. was not specifically disclosed in public filings. For purposes of its analysis, Craig-Hallum estimated $600.0 million of LTM revenue at the time of acquisition based on publicly available information (including various press releases issued in connection with the transaction).

 

(2)The LTM revenue for Twitch Interactive, Inc., or Twitch, was not specifically disclosed in public filings. However, in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, Amazon.com, Inc. announced the aggregate net sales of Twitch and several other smaller acquisitions as $12.0 million for the nine-month period then ended. For purposes of its analysis, Craig-Hallum attributed 100% of such revenue to Twitch.

 

 

 

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With respect to the Precedent Transaction Group, Craig-Hallum calculated the ratio of implied EV to historical revenue for the LTM. Craig-Hallum then compared the results of these calculations with similar calculations for the target.

 

The selected transactions analysis showed that, based on the estimates and assumptions used in the analysis, the implied valuation multiples of the target were within the range of valuation multiples of the Precedent Transaction Group when comparing the ratio of the implied EV to the historical revenue for the LTM.

 

Results of Craig-Hallum’s analysis were presented for the Precedent Transaction Group, as shown in the following table:

 

   Precedent Transaction Group  
    Minimum    25th Percentile    Median    75th Percentile    Maximum 
Implied EV (millions)  $35.0   $285.0   $653.0   $3,248.0   $4,700.0 
Implied EV to LTM Revenue (1)   2.2x    2.4x    2.9x    6.0x    52.6x 

_______________

(1)LTM for the Precedent Transaction Group is based on latest publicly reported financial results. 

 

Based on the analysis above, Craig-Hallum then applied the range of the Precedent Transaction Group trading multiples to the applicable financial metrics of the target. The analysis indicated the following implied enterprise value of the target as compared to its stand-alone statistic:

 

       Implied Enterprise Value (millions) 
  

Stand-Alone Value

(millions)

   Minimum  

25th

Percentile

   Median  

75th

Percentile

   Maximum 
LTM Revenue (1)  $17.7   $38.2   $41.7   $51.7   $106.3   $929.9 

_______________

(1) LTM for the target is as of September 30, 2018.

 

No target company or transaction utilized in the comparable M&A transaction analysis is identical to the target or the transaction. In evaluating the precedent transactions, Craig-Hallum made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the target, such as the impact of competition on the business of the target or the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of the target or the industry or in the financial markets in general.

 

 

 

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Discounted Cash Flow Analysis

 

The discounted cash flow analysis is a widely used valuation methodology that relies upon numerous assumptions, including asset growth rates, earnings growth rates, discount rates and terminal multiples, and the results of such methodology are highly dependent on these assumptions. The analysis does not purport to be indicative of the actual or expected implied enterprise value of the target or BRAC on a stand-alone or a pro forma combined basis. In addition, the analysis is based on internal financial projections provided and approved for use of management of the target and BRAC. For its analysis, Craig-Hallum did not include the value of any outstanding federal net operating losses in the implied enterprise value for the target.

 

Using such discounted cash flows analysis, Craig-Hallum calculated an estimated range of implied enterprise values for the target based on the net present value of hypothetical cash flows through fiscal year 2022 utilizing financial projections for fiscal years 2019 through 2022 provided by and approved for use by management of BRAC and the target. Craig-Hallum calculated the range of net present values based on terminal value revenue multiples ranging from 5.0x to 7.0x and discount rates ranging from 21.0% to 25.0%, based on a weighted average cost of capital analysis. This analysis resulted in an implied enterprise value of the target ranging from a low of $674.6 million to a high of $1,068.9 million. Craig-Hallum also calculated the range of net present values based on terminal value EBITDA multiples ranging from 10.0x to 14.0x and discount rates ranging from 21.0% to 25.0%, based on a weighted average cost of capital analysis. This analysis resulted in an implied enterprise value of the target ranging from a low of $470.9 million to a high of $746.6 million. Craig-Hallum observed that the merger consideration (whether including or excluding the contingent consideration) was below the ranges of implied enterprise values of the target derived from this analysis.

 

Miscellaneous

 

The summary set forth above does not contain a complete description of the analyses performed by Craig-Hallum, but does summarize the material analyses performed by Craig-Hallum in rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Craig-Hallum believes that its analyses and the summary set forth above must be considered as a whole and that selecting portions of its analyses or of the summary, without considering the analyses as a whole or all of the factors included in its analyses, would create an incomplete view of the processes underlying the analyses set forth in the Craig-Hallum opinion. In arriving at its opinion, Craig-Hallum considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis. Instead, Craig-Hallum made its determination as to fairness on the basis of its experience and financial judgment after considering the results of all of its analyses. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that this analysis was given greater weight than any other analysis. In addition, the ranges of valuations resulting from any particular analysis described above should not be taken to be Craig-Hallum’s view of the actual value of the target or the combined company.

 

No company or transaction used in the above analyses as a comparison is directly comparable to BRAC, the target, the transaction or the other transactions contemplated by the Agreement. Accordingly, an analysis of the results of the comparisons is not mathematical; rather, it involves complex considerations and judgments about differences in the companies and transactions to which BRAC, the target and the transaction were compared and other factors that could affect the public trading value or transaction value of the companies involved, as applicable.

 

 

 

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Craig-Hallum performed its analyses solely for purposes of providing its opinion to the BRAC Board. In performing its analyses, Craig-Hallum made numerous assumptions with respect to industry performance, general business and economic conditions and other matters. Certain of the analyses performed by Craig-Hallum are based upon forecasts of future results furnished to Craig-Hallum by the outside financial advisors and confirmed by members of the BRAC Board and the management of BRAC and the target, which are not necessarily indicative of actual future results and may be significantly more or less favorable than actual future results. These forecasts are inherently subject to uncertainty because, among other things, they are based upon numerous factors or events beyond the control of the parties or their respective advisors. Craig-Hallum does not assume responsibility if future results are materially different from forecasted results.

 

Craig-Hallum relied upon and assumed, without assuming liability or responsibility for independent verification, the accuracy and completeness of all information that was publicly available or was furnished, or otherwise made available, to Craig-Hallum or discussed with or reviewed by Craig-Hallum. Craig-Hallum further relied upon the assurances of management of BRAC and the target that the financial information provided to Craig-Hallum was prepared on a reasonable basis in accordance with industry practice, and that management of each of BRAC and the target was not aware of any information or facts that would make any information provided to Craig-Hallum incomplete or misleading. Without limiting the generality of the foregoing, for the purpose of Craig-Hallum’s opinion, Craig-Hallum assumed that with respect to financial forecasts, estimates of net operating loss tax benefits or other estimates and other forward-looking information reviewed by Craig-Hallum, that such information was reasonably prepared based on assumptions reflecting the best currently available estimates and judgments of management of BRAC and the target as to the expected future results of operations and financial condition of BRAC, the target and the combined company. Craig-Hallum expressed no opinion as to any such financial forecasts, net operating loss or other estimates or forward-looking information or the assumptions on which they were based. Craig-Hallum relied, with BRAC’s consent, on advice of the outside counsel and BRAC’s independent registered public accounting firm, and on the assumptions of management of BRAC and the target, as to all accounting, legal, regulatory, tax and financial reporting matters with respect to BRAC, the target and the transaction.  Craig-Hallum’s opinion does not address any accounting, legal, regulatory, tax and financial reporting matters.

 

In arriving at its opinion, Craig-Hallum assumed that the executed Agreement was in all material respects identical to the last draft reviewed by Craig-Hallum on December 17, 2018. Craig-Hallum relied upon and assumed, without independent verification, that (i) the representations and warranties of all parties to the Agreement and all other related documents and instruments that are referred to therein were true and correct, (ii) each party to such agreements would fully and timely perform all of the covenants and agreements required to be performed by such party, (iii) the transaction would be consummated pursuant to the terms of the Agreement without amendments thereto and (iv) all conditions to the consummation of the transaction would be satisfied without waiver by any party of any conditions or obligations thereunder. Additionally, Craig-Hallum assumed that all the necessary regulatory approvals and consents required for the transaction would be obtained in a manner that would not adversely affect BRAC, the target or the contemplated benefits of the transaction.

 

In arriving at its opinion, Craig-Hallum did not perform any appraisals, valuations or other independent analyses of any specific assets or liabilities (fixed, contingent or other) of BRAC or target, and was not furnished or provided with any such appraisals or valuations, nor did Craig-Hallum evaluate the solvency of BRAC or the target under any state or federal law relating to bankruptcy, insolvency or similar matters. The analyses performed by Craig-Hallum in connection with its opinion were going concern analyses. Craig-Hallum expressed no opinion regarding the liquidation value of BRAC, the target or any other entity. Without limiting the generality of the foregoing, Craig-Hallum undertook no independent analysis of any pending or threatened litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which BRAC, the target or any of its affiliates was a party or may be subject, and at the direction of BRAC and with its consent, Craig-Hallum’s opinion made no assumption concerning, and therefore did not consider, the possible assertion of claims, outcomes or damages arising out of any such matters. Craig-Hallum also assumed that neither BRAC nor the target is a party to any material pending transaction, including without limitation any financing, recapitalization, acquisition or merger, other than the transaction.

 

 

 

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Craig-Hallum’s opinion was necessarily based upon the information available to it and facts and circumstances as they existed and were subject to evaluation on the date of its opinion. Events occurring after the date of its opinion could materially affect the assumptions used in preparing its opinion. Craig-Hallum did not express any opinion as to the price at which shares of BRAC Common Stock have traded or may trade following announcement of the transaction or at any future time. Craig-Hallum did not undertake to reaffirm or revise its opinion or otherwise comment upon any events occurring after the date of its opinion and does not have any obligation to update, revise or reaffirm its opinion.

 

Craig-Hallum’s opinion addressed solely (i) the fairness, from a financial point of view, to BRAC of the consideration to be paid by BRAC in the transaction pursuant to the Agreement, and (ii) whether the fair market value of the target equals or exceeds 80% of the amount held by BRAC in trust for benefit of its public stockholders (excluding any deferred underwriting commissions and taxes payable on the income earned on the trust account), and did not address any other terms or agreement relating to the transaction or related transactions. Craig-Hallum was not requested to opine as to, and its opinion does not address, the basic business decision to proceed with or effect and the transaction, the merits of the transaction relative to any alternative transaction or business strategy that may be available to BRAC or any other terms contemplated by the Agreement. Furthermore, Craig-Hallum expressed no opinion with respect to the amount or nature of the compensation to any officer, director or employee, or any class of such persons, relative to the compensation to be received by the holders of any class of securities, creditors, or other constituencies of BRAC or the target in the transaction, or relative to or in comparison with the merger consideration.

 

Craig-Hallum is a nationally recognized investment banking firm and is regularly engaged as financial advisor in connection with mergers and acquisitions, underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. The BRAC Board selected Craig-Hallum to render its fairness opinion in connection with the transaction contemplated by the Agreement on the basis of its experience and reputation in acting as financial advisor in connection with mergers, acquisitions and other similar transactions.

 

Pursuant to the terms of the engagement letter dated December 5, 2018, Craig-Hallum rendered to the BRAC Board a fairness opinion in connection with the transaction and upon delivery of the opinion received a fee of $200,000 from BRAC, or the Opinion Fee.  The Opinion Fee was not contingent upon the consummation of the transaction or the conclusions reached in Craig-Hallum’s opinion. Additionally, BRAC agreed to indemnify Craig-Hallum against certain liabilities and reimburse Craig-Hallum for certain expenses in connection with its services.  Furthermore, Craig-Hallum was not requested to, and did not, (i) participate in negotiations with respect to the Agreement, (ii) solicit any expressions of interest from any other parties with respect to any business combination with Black Ridge or any other alternative transaction or (iii) advise the BRAC Board or any other party with respect to alternatives to the proposed transaction with the target. In addition, Craig-Hallum was not requested to and did not provide advice regarding the structure or any other aspect of the transaction, or to provide services other than the delivery of its opinion. Craig-Hallum has not otherwise acted as financial advisor to any party to the transaction. In the ordinary course of its business, Craig-Hallum and its affiliates may actively trade securities of BRAC for its own account or the account of its customers and, accordingly, may at any time hold a long or short position in such securities. Craig-Hallum has not received fees or other compensation from BRAC or the target in the past two years prior to the issuance of its opinion. Craig-Hallum and its affiliates may from time to time perform various investment banking and financial advisory services for BRAC and for other clients and customers that may have conflicting interests with BRAC, for which Craig-Hallum would expect to receive compensation.

 

Consistent with applicable legal and regulatory requirements, Craig-Hallum has adopted policies and procedures to establish and maintain the independence of Craig-Hallum’s research department and personnel. As a result, Craig-Hallum’s research analysts may hold opinions, make statements or investment recommendations and/or publish research reports with respect to the transaction and other participants in the transaction that differ from the opinions of Craig-Hallum’s investment banking personnel.

 

 

 

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Unaudited Financial Projections of AEM

 

Management of AEM prepared prospective financial projections and provided it to Craig-Hallum to assist it in arriving at the opinion discussed above. After Craig-Hallum provided its opinion to BRAC and the parties executed the merger agreement, management of AEM updated those financial projections to account for a later transaction closing date than originally anticipated as well as to update certain information relating to AEM’s business operations and initiatives. Craig-Hallum did not utilize these updated projections in any way in arriving at the opinion set forth above. BRAC is providing holders with both sets of financial projections in order to assist them in their analysis of the proposed transaction.

 

The following summary unaudited financial projections of AEM were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. In the view of AEM’s management, the financial projections were prepared on a reasonable basis, reflected the best currently available estimates and judgments of AEM and presented, to the best of their knowledge and belief, the expected course of action and the expected future financial performance of AEM. However, the financial projections are not fact.

 

None of BRAC’s or AEM’s independent auditors, nor any other independent auditors, have compiled, examined or performed any procedures with respect to the unaudited financial projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for the financial projections. The reports of the independent registered public accounting firms included in this proxy statement relate to the historical financial information of BRAC and AEM, respectively. Such reports do not extend to the unaudited financial projections and should not be read to do so.

 

AEM has not warranted the accuracy, reliability, appropriateness or completeness of the projections to anyone, including BRAC. Neither AEM’s management nor its representatives has made or makes any representations to any person regarding the ultimate performance of AEM relative to the financial projections contained herein, and none of them intends to or undertakes any obligation to update or otherwise revise the projections going forward. As such, these projections should not be looked upon as “guidance” of any sort. BRAC will not refer back to these forecasts in its future periodic reports filed under the Exchange Act. Such projections are inherently subjective in nature, though considered reasonable by the management of AEM, as of the date such projections were prepared, and are susceptible to interpretation and, accordingly, contemplated results may not be achieved.

 

Both sets of financial projections set forth below assume that no holder of BRAC public shares seek conversion of their shares into cash in connection with the proposed transaction. To the extent that holders of BRAC public shares seek conversion of their shares into cash, BRAC may need to raise additional capital or alter its current operations to account for the reduction in capital becoming available to BRAC. Additionally, while otherwise presented with numerical specificity, the unaudited financial projections reflect numerous estimates and assumptions with respect to future industry performance under various industry scenarios as well as assumptions for competition, general business, economic, market and financial conditions and matters specific to the businesses of BRAC and AEM, all of which are difficult to predict and many of which are beyond the preparing parties’ control including, among other things, the matters described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors.” Accordingly, there can be no assurance that the assumptions made in preparing any particular projection will prove accurate. There will be differences between actual and forecasted results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of actual results is further increased due to the length of time over which these assumptions apply. As a result, any further delay in consummating the proposed transaction could further impact the combined company’s results of operations, and in turn, the financial projections presented herein. In light of the foregoing factors and the uncertainties inherent in the unaudited financial projections, the BRAC stockholders are cautioned not to place undue reliance on the unaudited financial projections and the inclusion of the unaudited financial projections in this proxy statement should not be regarded as a representation by any person that the results contained therein will be achieved.

 

 

 

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The unaudited financial projections are not included in this proxy statement in order to induce any BRAC stockholders to vote in favor of any of the proposals at the BRAC special meeting.

 

Certain of the measures included in the unaudited financial projections are non-GAAP financial measures, as noted below. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by AEM are not reported by all of their competitors and may not be comparable to similarly titled amounts used by other companies. We encourage you to review the financial statements of AEM included in this proxy statement, as well as the financial information in the sections entitled “Selected Historical Financial Information of AEII/WPT” and “Unaudited Pro Forma Condensed Combined Financial Statements” in this proxy statement and to not rely on any single financial measure.

 

Except as required by federal securities laws, and as provided below, neither AEM nor BRAC intends to update or otherwise revise the unaudited financial projections to reflect circumstances existing after the date they were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying such unaudited financial projections are no longer appropriate.

 

AEM Projections

 

The key elements of the projections provided to BRAC are summarized below:

 

(in millions)  Year Ended December 31, 
   2019   2020   2021   2022 
Revenue  $35.1   $107.9   $208.4   $310.0 
Capex  $32.6   $37.7   $28.7   $5.7 
EBITDA  $(10.4)  $22.9   $66.9   $107.9 

 

The reconciliation of net income to EBITDA for AEM is summarized below:

 

   Year Ended December 31, 
(in millions)  2019   2020   2021   2022 
                 
Net Income  $(20.5)  $9.3   $46.3   $72.0 
Interest                
Depreciation and amortization   10.1    13.6    17.6    19.5 
Income taxes   0.0    0.0    3.0    16.4 
EBITDA  $(10.4)  $22.9   $66.9   $107.9 

 

Updated AEM Projections

 

The key elements of the updated projections are summarized below:

 

   Year Ended December 31, 
(in millions)  2019   2020   2021   2022 
                 
Revenue  $27.0   $82.1   $203.2   $307.4 
Capex  $29.1   $41.2   $28.7   $5.7 
EBITDA  $(13.7)  $8.7   $65.5   $108.3 

 

 

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The reconciliation of net income to EBITDA for the updated projections of AEM is summarized below:

 

   Year Ended December 31, 
(in millions)  2019   2020   2021   2022 
                 
Net Income  $(22.9)  $(4.0)  $47.9   $72.8 
Interest                
Depreciation and amortization   9.2    12.7    17.6    19.5 
Income taxes   0.0    0.0    0.0    16.0 
EBITDA  $(13.7)  $8.7   $65.5   $108.3 

 

Satisfaction of 80% Test

 

It is a requirement under our amended and restated certificate of incorporation that any businesses acquired by BRAC have a combined fair market value equal to at least 80% of the balance of the funds in the trust account (exclusive of taxes payable) at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis used to approve the Mergers described herein, the board of directors determined that this requirement was met. The board determined that consideration being paid in the Mergers, which amount was negotiated at arms-length, was fair to and in the best interests of BRAC and its stockholders and appropriately reflected BRAC’s value. In reaching this determination, the board concluded that it was appropriate to base such valuation on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills as well as quantitative factors such as the historical growth rate and potential for future growth in revenues and profits of Allied Esports and WPT. Our board of directors believes that the financial skills and background of its members qualify it to conclude that the acquisition met this requirement. In addition, our board of directors considered the financial analysis reviewed by Craig-Hallum, and the opinion of Craig-Hallum as of December 19, 2018, as to whether the businesses acquired had a combined fair market value equal to at least 80% of the balance of funds in BRAC’s trust account.

 

Interests of Directors, Officers, and Others in the Business Combination

 

In considering the recommendation of our board of directors in favor of approval of the Merger Proposal, you should keep in mind that our initial stockholders, including our directors and executive officers, have interests in such proposal that are different from, or in addition to, your interests as a stockholder or warrant holder. These interests include, among other things:

 

·

If a business combination is not consummated by July 10, 2019, or such later date as approved by BRAC’s stockholders in an amendment to BRAC’s amended and restated certificate of incorporation, BRAC will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 3,450,000 initial shares held by the initial stockholders, which were acquired for an aggregate purchase price of $25,000 prior to BRAC’s initial public offering, would be worthless because BRAC’s initial stockholders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $[●] based upon the closing price of $[●] per share on the Nasdaq Capital Market on [●], 2019.

 

 

 

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 ·The initial stockholders purchased an aggregate of 445,000 private units for a purchase price of $4,450,000 (or $10.00 per unit). These purchases took place on a private placement basis simultaneously with the consummation of the initial public offering. All of the proceeds BRAC received from the purchase of private units were placed into the trust account. Such units had an aggregate market value of $[●] based upon the closing price of $[●] per unit on the Nasdaq Capital Market on [●], 2019. The purchasers of private units waived the right to participate in any redemption or liquidation distribution with respect to such private units. Accordingly, the private units and underlying securities will become worthless if BRAC does not consummate a business combination within the required time period.
   
 ·The transactions contemplated by the Agreement provide that Lyle Berman (Chairman of the Board), Ken DeCubellis, Bradley Berman, Benjamin Oehler, and Joseph Lahti will continue to be directors of BRAC following the Mergers (assuming they are elected at the special meeting). As such, each will receive cash fees, stock options, and/or stock awards that the BRAC board of directors determines to pay to its directors.
   
 ·The transactions contemplated by the Agreement provide that Ken DeCubellis and James Moe will serve as Chief Financial Officer and Chief Accounting Officer of BRAC upon closing and each will be paid a salary, the amount of which has not been determined at this time.
   
 ·If BRAC is unable to complete a business combination, Black Ridge Oil & Gas, Inc., an entity affiliated with BRAC’s officers and directors, has agreed that it will be liable to ensure that the proceeds in the trust account will not be reduced below $10.05 per share by the claims of target businesses, vendors, or other entities that are owed money for services rendered or contracted for or products sold to BRAC, but only if such vendor or target business has not executed a waiver to the monies held in the trust account.
   
 ·BRAC’s officers, directors, initial stockholders, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on BRAC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if BRAC fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, BRAC may not be able to reimburse these expenses if the transactions, or another business combination, is not completed by the required date. As of [●], 2019, BRAC’s officers, directors, initial stockholders, and their affiliates had incurred approximately $[●] of unpaid reimbursable expenses.
   
 ·Since its inception, BRAC’s officers and directors have made loans from time to time to BRAC to fund working capital requirements. As of the date of this proxy statement, an aggregate of $650,000 principal amount of these loans is outstanding. These loans are evidenced by non-interest bearing notes, $650,000 of which are convertible at the lenders’ election upon the consummation of an initial business combination into units of BRAC, at a price of $10.00 per unit. BRAC’s officers and directors have indicated they intend to convert the full amount of the notes into units, resulting in them being issued an aggregate of 71,500 shares of BRAC Common Stock (including an aggregate of 6,500 shares upon conversion of the BRAC rights), and 65,000 BRAC Warrants. If the business combination is not consummated, the notes will not be repaid or converted and will be forgiven.
   
 ·If BRAC is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, Black Ridge Oil & Gas has agreed to advance the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expenses.

 

 


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Recommendation of the Board of Directors

 

After careful consideration of the matters described above, our board determined that each of the Merger Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal, and the Adjournment Proposal, if presented, are fair to and in the best interest of BRAC’s stockholders and unanimously recommends that you vote or give instructions to vote “FOR” each of these proposals.

 

The foregoing discussion of the information and factors considered by the board of directors is not meant to be exhaustive, but includes the material information and factors considered by the board of directors.

 

Material Federal Income Tax Consequences of the Transactions to BRAC and Its Securityholders

 

The following section is a summary of the material United States federal income tax consequences of the Mergers to holders of BRAC Common Stock who are United States persons. This discussion addresses only those BRAC security holders that hold their securities as a capital asset within the meaning of Section 1221 of the Internal Revenue Code, and does not address all the U.S. federal income tax consequences that may be relevant to particular holders in light of their individual circumstances or to holders that are subject to special rules, such as:

 

·financial institutions;

 

·investors in pass-through entities;

 

·tax-exempt organizations;

 

·dealers in securities or currencies;

 

·traders in securities that elect to use a mark to market method of accounting;

 

·persons that hold BRAC Common Stock as part of a straddle, hedge, constructive sale or conversion transaction; and

 

·persons who are not citizens or residents of the United States.

 

This section is based upon the Internal Revenue Code, applicable treasury regulations promulgated thereunder, published rulings and court decisions, all as currently in effect as of the date of its opinion, and all of which are subject to change, possibly with retroactive effect. Tax considerations under state, local, and foreign laws, or federal laws other than those pertaining to the income tax, are not addressed.

 

The parties to the Agreement have not requested and do not intend to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the business combination. Accordingly, there can be no assurance that the IRS will not challenge these opinions or that a court would not sustain such a challenge.

 

 

 

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It is anticipated that no gain or loss will be recognized by BRAC or by the BRAC stockholders if their conversion rights are not exercised.

 

It is also anticipated that a BRAC stockholder who exercises conversion rights and effects a termination of the stockholder’s interest in BRAC will be required to recognize gain or loss upon the exchange of that stockholder’s BRAC Common Stock for cash. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares of BRAC Common Stock being converted to cash. This gain or loss will be a capital gain or loss if such shares were held as a capital asset on the date of the Transaction Merger and will be a long-term capital gain or loss if the holding period for the shares of BRAC Common Stock is more than one year.

 

This discussion is intended to provide only a summary of the material U.S. federal income tax consequences of the business combination. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any foreign, state or local tax consequences of the Mergers. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular U.S. federal, state, local or foreign income or other tax consequences to you of the business combination.

 

Anticipated Accounting Treatment

 

We anticipate the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, BRAC will be treated as the acquired company and AEM will be treated as the acquirer for financial reporting purposes.

 

Regulatory Matters

 

The transactions contemplated by the Agreement are not subject to any additional federal or state regulatory requirement or approval, except for (i) the filing of required notifications and the expiration or termination of the required waiting periods under the HSR Act, (ii) the filing of this proxy statement with the SEC and receipt of comments from the SEC, if any, (iii) the filing by Ourgame of a required offering circular and the expiration or termination of the required waiting periods with the Hong Kong Stock Exchange, and (iv) filings with the applicable state offices necessary to effectuate the Mergers.

 

Required Vote

 

The approval of the Merger Proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of BRAC Common Stock present and entitled to vote at the meeting. Additionally, the Mergers will not be consummated if BRAC has less than $5,000,001 of net tangible assets after taking into account the holders public shares who properly exercise conversion rights.

 

The approval of the Merger Proposal is a condition to the consummation of the transactions. If the Merger Proposal is not approved, the other proposals (except an Adjournment Proposal, as described below) will not be presented to the stockholders for a vote.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE BRAC STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

 

 

 

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THE AGREEMENT

 

For a discussion of the structure of the transactions, consideration, and indemnification provisions of the Agreement, see the section titled “The Merger Proposal.” Such discussion and the following summary of other material provisions of the Agreement is qualified by reference to the complete text of the Agreement, a copy of which is attached as Annex A to this proxy statement. All stockholders are encouraged to read the Agreement in its entirety for a more complete description of the terms and conditions of the transactions.

 

Closing and Effective Time of the Mergers

 

The closing of the Mergers will take place no later than the fifth business day following the satisfaction or waiver of the conditions described below under the subsection entitled “Conditions to the Closing of the Business Combination,” unless the parties to the Agreement agree in writing to another time. The Mergers are expected to be consummated as soon as practicable after the special meeting of BRAC’s stockholders described in this proxy statement.

 

Representations and Warranties

 

Except as limited below, the Agreement contains representations and warranties of each of BRAC, Merger Sub, AEM, and Noble generally relating, among other things, to:

 

·organization and qualification;
   
 ·subsidiaries;
   
 ·capitalization
   
 ·authority relative to the Agreement;
   
 ·no conflict; required filings and consents;
   
 ·compliance with laws;
  
 ·permits;
  
 ·SEC reports and financial statements;
  
 ·absence of undisclosed liabilities;
   
 ·absence of certain changes or events;
   
 ·litigation;
   
 ·employee benefit plans;
   
 ·labor matters;

 

 

 

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 ·restrictions on business activities;
   
 ·title to property;
   
 ·condition and sufficiency of assets of AEM and Noble;
   
 ·intellectual property;
   
 ·taxes;
   
 ·environmental matters;
   
 ·brokers; third party expenses;
   
 ·agreements, contracts, and commitments;
   
 ·insurance;
   
 ·governmental actions and filings of AEM and Noble;
  
 ·interested party transactions;
   
 ·board approvals;
   
 ·listing of the BRAC Common Stock, BRAC Warrants, and BRAC Rights on Nasdaq Capital Markets; and
   
 ·BRAC’s trust account.

 

Covenants

 

BRAC, Merger Sub, AEM, and Noble have each agreed to take such actions as are necessary, proper, or advisable to consummate the transactions set forth in the Agreement. Each of them has also agreed to continue to operate their respective businesses in the ordinary course consistent with past practices prior to the closing of the Mergers and not to take the following actions, among others, except as permitted by the Agreement, without the prior written consent of the other parties:

 

·transfer or license to any person or otherwise extend, amend, or modify any material rights to any intellectual property or enter into grants to transfer or license to any person future patent rights, other than in the ordinary course of business consistent with past practices;

 

·declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock, equity securities, or property) in respect of any capital stock (or membership interest) or split, combine, or reclassify any capital stock (or membership interest) (provided that AEM, Noble and their subsidiaries may declare cash dividends so long as they collectively retain at least $2,500,000 of cash on the closing date) or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock;

 

·purchase, redeem, or otherwise acquire, directly or indirectly, any ownership interests of AEM, Noble, or BRAC;

 

 

 

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·issue, deliver, sell, authorize, pledge, or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or other equity securities, or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or subscriptions, rights, warrants, or options to acquire any shares of capital stock or other equity securities or any securities convertible into or exchangeable for shares of capital stock or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or convertible or exchangeable securities;

 

·amend its charter;

 

·acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association, or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of BRAC, AEM, or Noble, as applicable, or enter into any joint ventures, strategic partnerships or alliances or other arrangements that provide for exclusivity of territory or otherwise restrict such party’s ability to compete or to offer or sell any products or services;

 

·sell, lease, license, encumber, or otherwise dispose of any properties or assets, except (i) sales of inventory in the ordinary course of business consistent with past practice, and (ii) the sale, lease, or disposition (other than through licensing) of property or assets that are not material, individually or in the aggregate, to the business of such party;

 

·incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of BRAC, Noble, or AEM, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition, or enter into any arrangement having the economic effect of any of the foregoing;

 

·adopt or amend any employee benefit plan, policy, or arrangement, any employee stock purchase or employee stock option plan, or accelerate, amend, or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director, or other equity plans or authorize cash payments in exchange for any options granted under any of such plans, or permit any person to exercise any of its discretionary rights under any plan to provide for the automatic acceleration of any outstanding options, the termination of any outstanding repurchase rights, or the termination of any cancellation rights issued pursuant to such plans, or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will”), pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants, except in the ordinary course of business consistent with past practices or to conform to the requirements of any applicable law, or grant any severance or termination pay to any officer or any employee, except pursuant to applicable law, written agreements outstanding, or policies existing on the date hereof and as previously or concurrently disclosed in writing or made available to the other party, or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement, or arrangement existing on the date of the Agreement;

 

·pay, discharge, settle, or satisfy any claims, liabilities, or obligations (absolute, accrued, asserted, or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of the Agreement) other than the payment, discharge, settlement, or satisfaction, in the ordinary course of business consistent with past practices or in accordance with their terms, or liabilities recognized or disclosed in the financial statements of BRAC, AEM, or Noble, as applicable, or incurred since the date of such financial statements, or waive the benefits of, agree to modify in any manner, terminate, release any person from, or knowingly fail to enforce any confidentiality or similar agreement to which BRAC, AEM, or Noble is a party or of which BRAC, AEM, or Noble is a beneficiary, as applicable;

 

·settle any litigation where the consideration given is other than monetary or to which an insider is a party;

 

 


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·except in the ordinary course of business consistent with past practices, modify, amend, or terminate certain contracts, or waive, delay the exercise of, release, or assign any material rights or claims thereunder;

 

·except as required by U.S. GAAP, revalue any of its assets or make any change in accounting methods, principles or practices, or make any material change to its cash management practices and its policies, practices, and procedures with respect to collection of accounts receivable, establishment of reserves for uncollectable accounts, accrual of accounts receivable, prepayment of expenses, payment of accounts payable, accrual of other expenses, deferral of revenue, or acceptance of customer deposits;

 

·except in the ordinary course of business consistent with past practices, incur or enter into any agreement, contract, or commitment requiring such party to pay in excess of $250,000 in any 12 month period;

 

·make or rescind any tax elections that, individually or in the aggregate, could be reasonably likely to adversely affect in any material respect the tax liability or tax attributes of such party, settle or compromise any material income tax liability or, except as required by applicable law, materially change any method of accounting for tax purposes or prepare or file any tax return in a manner inconsistent with past practice;

 

·form or establish any subsidiary except in the ordinary course of business consistent with prior practice or as contemplated by the Agreement;

 

·make capital expenditures except in accordance with prudent business and operational practices consistent with prior practice;

 

·make or omit to take any action which would be reasonably expected to have a Material Adverse Effect (as defined in the Agreement); or

 

·enter into any transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders, managers, members, or other affiliates other than (i) the payment of salary and benefits and tax distributions in the ordinary course of business consistent with prior practice, and (ii) distributions of cash to the stockholders of AEM, Noble and their subsidiaries; provided that such companies collectively retain at least $2,500,000 of cash on the closing date.

 

The Agreement also contains additional covenants of the parties, including covenants providing that:

 

·BRAC will prepare and file this proxy statement;
   
 ·Ourgame will file a circular with the Hong Kong Stock Exchange to be used for the purpose of soliciting proxies from shareholders of Ourgame to vote in favor of the Agreement and approval of the Transaction Merger;
   
 ·BRAC will increase the number of members of its board of directors to 11 and the parties will take all necessary action so that Lyle Berman (Chairman of the Board), Ken DeCubellis, Bradley Berman, Benjamin Oehler, Joseph Lahti, Eric Yang (Vice Chairman), Frank Ng, Adam Pliska, Maya Rogers, Dr. Kan Hee Anthony Tyen and Ho Min Kim are appointed to the board of directors;
   
 ·the parties will prepare and file any required notifications pursuant to the HSR Act;
   
 ·AEM, Noble, Primo and Ourgame and their affiliates will waive their rights to make claims against BRAC to collect from the trust account any monies that may be owed to them by BRAC;

 

 

 

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 ·the parties will use commercially reasonable best efforts to continue the listing for trading on the Nasdaq Capital Market of the BRAC Common Stock and BRAC Warrants;
   
 ·BRAC will maintain tail directors’ and officers’ liability insurance policies for a period of six years following the Mergers;
   
 ·AEM and Noble insiders will repay any loans owed by them to AEM and/or Noble, as applicable, cause any guaranty made by AEM and/or Noble for the benefit of such insiders to be terminated, and cease to own any direct interest in any subsidiary of AEM or Noble;
   
 ·BRAC will cause the trust account to be distributed immediately upon consummation of the Mergers and to pay all liabilities and obligations of BRAC due or incurred at or prior to the date of closing of the Mergers, including (i) payment to the holders of public shares who elect to convert their shares into cash, (ii) payment of BRAC’s income and other tax obligations, (iii) repayment of loans and reimbursement of expenses to directors, officers and stockholders of BRAC, (iv) payments to EarlyBirdCapital, Inc. pursuant to the Business Combination Marketing Agreement dated October 4, 2017 (as amended on November 29, 2018), (v) payment of transaction costs of BRAC; and (vi) to repay $35,000,000 of indebtedness of Allied Esports and WPT owed to Ourgame;
   
 ·on the closing date of the Mergers, after payment to the holders of public shares who elect to convert their shares into cash, BRAC shall have at least $80,000,000 in cash available for working capital purposes;
 · 
  at or prior to the closing of the Mergers, each former shareholder of AEM will execute and deliver a Lock-Up Agreement;
   
 ·at or prior to the closing of the Mergers, BRAC will execute and deliver a Registration Rights Agreement pursuant to which, among other things, BRAC will agree to register for resale under the Securities Act the BRAC Common Stock and BRAC Warrants issued in the Mergers;

 

at Closing, BRAC will assume and perform its obligations related to Noble and AEM’s $4 million interim financing, including its obligations to issue BRAC Common Stock and BRAC Warrants upon timely and proper notice by an investor and the satisfaction of the conditions to such issuances;

   
 · with respect to the Allied Esports and WPT businesses, as of the closing date, except for the $4 million interim financing, there shall be no outstanding indebtedness for borrowed money or obligation evidenced by bond, debenture, note, letter of credit, or other instrument, or accrued interest, premium, penalty, or other fee related thereto;
   
 ·the protection of confidential information of the parties and, subject to the confidentiality requirements, the provision of reasonable access to information. See the section titled “The Agreement — Confidentiality; Access to Information”;
   
 ·the parties will use commercially reasonable best efforts to do all things necessary, proper or advisable to consummate and make effective the transactions contemplated by the Agreement, including obtaining all necessary approvals from governmental agencies and other third parties;
   
 ·the parties not to solicit or enter into discussions or transactions with any third party regarding any merger, sale of ownership interests, or assets of the other parties; and
   
 ·AEM and Noble will provide periodic financial information to BRAC through the closing date.

 

 

 


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Conditions to Closing of the Mergers

 

General Conditions

 

The obligations of the parties to consummate the Mergers contemplated by the Agreement are conditioned upon, among other things:

 

 ·the Merger Proposal, Charter Proposals, Incentive Plan Proposal and Director Election Proposal having been duly approved and adopted by the BRAC stockholders by the requisite vote under the laws of Delaware and BRAC’s amended and restated certificate of incorporation;
   
 ·the Agreement and the Mergers having been duly approved and adopted by Ourgame’s independent shareholders by the requisite vote under Hong Kong law and Ourgame’s charter;
   
 ·BRAC having net tangible assets of at least $5,000,001 after taking into account holders of public shares that have exercised their right to convert their public shares into cash;
   
 ·all specified waiting periods under the HSR Act shall have expired or been terminated and no governmental entity shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, executive order, decree, injunction or other order which is in effect and which has the effect of making the Mergers illegal or otherwise restraining, enjoining or prohibiting consummation of the Mergers; and
   
 ·the BRAC Common Stock and BRAC Warrants shall be approved for listing upon the closing of the Mergers on the Nasdaq Capital Market, subject to the requirement to have a sufficient number of round lot holders.

 

AEM’s and Noble’s Conditions to Closing

 

The obligations of AEM and Noble to consummate and effect the Mergers are also subject to the satisfaction or waiver of various conditions, including, among other things:

 

 ·the representations and warranties of BRAC and Merger Sub being true and correct;
   
 ·the performance or satisfaction with all agreements and covenants of BRAC and Merger Sub;
   
 ·there being no litigation pending or threatened which is reasonably likely to prevent the consummation of the Mergers, cause the transactions contemplated by the Agreement to be rescinded, or materially adversely affect or otherwise encumber the title of BRAC Common Stock to be issued in connection with the Mergers;
   
 ·there being no material adverse change affecting BRAC;
   
 ·BRAC shall have been in compliance with its reporting requirements under the Securities Act and Exchange Act;
   
 ·the resignation of certain persons from all of their positions and offices with BRAC and Merger Sub;
   
 ·the Registration Rights Agreement (described below) shall have been executed and delivered and shall be in full force and effect.

 

 

 

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BRAC’s and Merger Sub’s Conditions to Closing

 

The obligations of BRAC and Merger Sub to consummate the Transaction Merger also are conditioned upon each of the following, among other things:

 

 ·the representations and warranties of AEM and Noble being true and correct;
   
 ·the performance or satisfaction with all agreements and covenants of AEM and Noble;
   
 ·there being no litigation pending or threatened which is reasonably likely to prevent the consummation of the Mergers, cause the transactions contemplated by the Agreement to be rescinded, or materially adversely affect the rights of BRAC to own, operate, or control any of the assets and operations of AEM following the Mergers;
   
 ·there being no material adverse change affecting AEM or Noble;
   
 ·the Lock-Up Agreements shall have been executed and delivered and shall be in full force and effect;
   
 ·the Escrow Agreement shall have been executed and delivered and shall be in full force and effect;
   
 ·(i) all outstanding indebtedness owned by any insider of AEM, Noble, or any of their subsidiaries shall have been repaid in full; (ii) all guaranteed or similar arrangements pursuant to which AEM, Noble, or their subsidiaries has guaranteed the payment or performance of any obligations of any insider to a third party shall have been terminated; and (iii) no insider shall own any direct equity interests in any subsidiary of AEM, Noble, or in any other entity that is controlled, directly or indirectly, by them that utilizes in its name “esports”, “world poker tour”, or any derivative thereof;
   
 ·the pre-closing reorganization of AEM having been completed; and
   
 ·the Redomestication Merger having been completed.

 

Waiver

 

If permitted under applicable law, BRAC, AEM, Noble, Primo or Ourgame may, in writing, waive any inaccuracies in the representations and warranties made to such party contained in the Agreement or in any document delivered pursuant to the Agreement, and waive compliance with any agreements or conditions for the benefit of itself contained in the Agreement or in any document delivered pursuant to the Agreement. The conditions applicable to all of the parties’ obligations may only be waived by mutual agreement. The condition that BRAC have at least $5,000,001 of net tangible assets upon consummation of the Mergers after taking into account holders of public shares that have exercised their right to convert their public shares into a pro-rata portion of the trust account may not be waived. We cannot assure you that all of the conditions to the Mergers will be satisfied or waived.

 

At any time prior to the closing of the Mergers, the parties to the Agreement or any one of them may, in writing, to the extent legally allowed, extend the time for the performance of any of the obligations or other acts of the other parties to the Agreement.

 

The existence of the financial and personal interests of the officers and directors of BRAC may result in a conflict of interest on the part of one or more of them between what he may believe is best for BRAC and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation. See the section titled “Risk Factors” for a fuller discussion of this and other risks.

 

 

 

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Termination

 

The Agreement may be terminated at any time, but not later than the closing, as follows:

 

 ·by mutual written consent of the parties at any time;
   
 ·by any of BRAC, Ourgame, Noble, or AEM if the Mergers have not been fully consummated by July 10, 2019 or such later date as may be approved by BRAC’s stockholders in an amendment to BRAC’s amended and restated certificate of incorporation;
   
 ·by any of BRAC, Ourgame, Noble, or AEM if a governmental entity has issued an order, decree, or ruling, or taken any other action, in any case having the effect of permanently restraining, enjoining, or otherwise prohibiting the Mergers, which order, decree, judgment, ruling or other action is final and nonappealable;
   
 ·by any of Ourgame, Noble, or AEM upon a material breach of any representation, warranty, covenant, or agreement by BRAC or Merger Sub, or by BRAC upon a material breach of any representation, warranty, covenant, or agreement by Ourgame, Noble, or AEM, in either case if the breaching party has not cured its breach within 30 days of the notice of an intent to terminate (if such breach is curable), provided that the terminating party is itself not in breach;
   
 ·by any of BRAC, Ourgame, Noble, or AEM if at the special meeting the BRAC stockholders fail to approve any of the Merger Proposal, Charter Proposals, Incentive Plan Proposal or Director Election Proposal, or if BRAC has less than $5,000,001 of net tangible assets upon consummation of the Mergers after taking into account holders of public shares that have exercised their conversion rights;
   
 ·by any of BRAC, Ourgame, AEM or Noble if Ourgame’s stockholders do not approve the Transaction Merger at its meeting; or
   
 ·by any of Ourgame, AEM, or Noble if immediately prior to the Mergers, BRAC does not have cash on hand of at least $80,000,000 following the exercise of the conversion rights of the holders of public shares.

 

Effect of Termination

 

In the event of proper termination by any of the parties, the Agreement will be of no further force or effect (other than with respect to certain surviving obligations specified in the Agreement), and such termination will not relieve any breach of the Agreement by any party occurring prior to such termination.

 

Fees and Expenses

 

All fees and expenses incurred in connection with the Agreement and the transactions contemplated thereby will be paid by the party incurring such expenses whether or not the transactions are consummated.

 

 

 

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Confidentiality; Access to Information

 

Each party to the Agreement will afford to the other parties and their financial advisors, accountants, counsel, and other representatives reasonable access during normal business hours, upon reasonable notice, to all of their respective properties, books, records, and personnel during the period prior to the closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations, and personnel, as each party may reasonably request. The parties agreed to maintain in confidence any non-public information received from the other party, and use such non-public information only for purposes of consummating the Mergers.

 

Amendments

 

The Agreement may be amended in writing by the parties thereto at any time prior to the closing of the Mergers.

 

Governing Law; Consent to Jurisdiction

 

The Agreement is governed by and construed in accordance with the law of the state of Delaware, regardless of the law that might otherwise govern under applicable principles of the conflicts of laws of Delaware. With respect to disputes related to the Agreement, each party irrevocably consents to the exclusive jurisdiction and venue of the courts of the State of Delaware or the federal courts located in the State of Delaware.

 

 

 

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The unaudited pro forma condensed combined statements of operations of BRAC for the three months ended March 31, 2019 and for the year ended December 31, 2018 combine the historical consolidated statements of operations of BRAC and the historical combined statements of operations of AEII/WPT, giving effect to the following transactions (for purposes of this section, collectively, the “Transactions”) as if they had been consummated on January 1, 2018, the beginning of the earliest period presented: 

 

·The merger of AEII and Noble with and into BRAC (collectively, the “Merger”), whereupon BRAC is acquiring two of Ourgame’s (Ourgame is also referred to as “Parent”) global esports and entertainment assets, AEII and WPT. Upon consummation of the Mergers, BRAC will issue to the former owners of AEII and WPT an aggregate of 11,602,754 shares of the common stock of BRAC, par value $0.0001 per share (“BRAC Common Stock”) and (ii) an aggregate of 3,800,003 five-year warrants to purchase BRAC Common Stock at a price per share of $11.50 (“BRAC Warrants”), which warrants will be identical to BRAC’s outstanding public warrants. The aggregate value of the consideration BRAC will issue to the former owners of AEII/WPT in exchange for the assets of AEII/WPT is approximately $153.8 million excluding contingent consideration and including the $35,000,000 payment below.

 

·The payment of $35,000,000 to Ourgame.

 

·The issuance of 1,424,500 shares of BRAC Common Stock as a result of BRAC stock rights accruing upon the consummation of a business transaction.

 

  · The conversion of the $650,000 convertible note payable to the Sponsor of BRAC into 71,500 shares of BRAC common stock including the issuance 65,000 shares of BRAC common stock and an additional 6,500 shares of BRAC Common Stock as a result of BRAC stock rights accruing upon the consummation of a business transaction.

 

The unaudited pro forma condensed combined balance sheet of BRAC as of March 31, 2019 combines the historical condensed balance sheet of BRAC and the historical condensed combined balance sheet of AEII/WPT, giving effect to the Transactions as if they had been consummated on March 31, 2019.

 

The historical combined financial statements have been adjusted in the unaudited pro forma condensed combined financial statements to give pro forma effect to events that are: (i) directly attributable to the Transactions; (ii) factually supportable; and (iii) with respect to the statement of operations, expected to have a continuing impact on BRAC’s results following the completion of the Business Combination.

 

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

 

·the accompanying notes to the unaudited pro forma condensed combined financial statements;

 

·the historical audited financial statements of BRAC included elsewhere in this proxy statement;

 

·the historical audited combined financial statements of AEII/WPT included elsewhere in this proxy statement; and

 

·other information relating to BRAC and AEII/WPT contained in this proxy statement.

 

​​Under the Charter, public stockholders have the right to redeem, upon the closing of the business combination, shares of Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the closing of the business combination) in the Trust Account. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account, net of income taxes and franchise fees payable, as of March 31, 2019 of approximately $141.3 million, the estimated per share redemption price would have been approximately $10.24.

 

 

 

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  · Assuming No Conversions:   This scenario assumes that no shares of Common Stock are converted. Under this scenario, the current stockholders of BRAC common stock would own 62.3% of the common stock of BRAC and the former owners of AEII/WPT would own 37.7% of the common stock of BRAC immediately after the business combination.

 

  · Assuming Maximum Conversions:    This scenario assumes that approximately 6.0 million shares of Common Stock are converted, resulting an aggregate payment of approximately $61.3 million out of the Trust Account to converting public stockholders. ​This assumption is based on the ability of Ourgame, AEII, or Noble to terminate the transaction if BRAC does not have cash on hand of at least $80 million, thus establishing a floor for the remaining value of Trust assets available post-transaction. Under this scenario, the current stockholders of BRAC common stock would own 53.2% of the common stock of BRAC and the former owners of AEII/WPT would own 46.8% of the common stock of BRAC immediately after the business combination.

 

The unaudited pro forma condensed combined financial statements have been prepared on the basis that the acquisition of the AEII/WPT under the Agreement and Plan of Reorganization has been accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, BRAC will be treated as the acquired company and AEII/WPT will be treated as the acquirer for financial reporting purposes.

 

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination and the other related transactions contemplated by the Agreement and Plan of Reorganization occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of BRAC following the completion of the Business Combination and the other related Transactions. The unaudited proforma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

 

 

 

 87 

 

 

Unaudited Pro Forma Condensed Combined Balance Sheet

As of March 31, 2019

(in thousands)

 

 

                Assuming No     Assuming Maximum  
                    Redemptions into Cash     Redemptions into Cash  
      BRAC(A)       AEII/WPT(B)       Pro Forma Adjustments       Pro Forma Balance Sheet       Pro Forma Adjustments       Pro Forma Balance Sheet  
ASSETS:                                                
Current assets:                                                
Cash and cash equivalents   $ 195     $ 5,705     $ 98,599   (C) $ 104,499     $ (59,501 ) (C) $ 44,998  
Accounts receivable           1,958             1,958             1,958  
Prepaid expenses and other current assets     60       709             769             769  
Total current assets     255       8,372       98,599       107,226       (59,501 )     47,725  
Property and equipment, net           20,412             20,412             20,412  
Goodwill           4,084             4,084             4,084  
Intangible assets, net           16,680             16,680             16,680  
Deposits           633             633             633  
Deferred production costs           10,123             10,123             10,123  
Investment, ESA           1,139             1,139             1,139  
Cash and marketable securities held in Trust Account     142,028             (142,028 )  (D)                
Total assets   $ 142,283     $ 61,443     $ (43,429 )   $ 160,297     $ (59,501 )   $ 100,796  
                                                 
 LIABILITIES AND STOCKHOLDERS' EQUITY:                                                
Current liabilities:                                                
Accounts payable   $ 74     $ 1,587     $     $ 1,661     $     $ 1,661  
Accrued expenses           2,394             2,394             2,394  
Deferred revenue           3,118             3,118             3,118  
Due to Parent           32,883       (32,883 ) (F)                
Accounts payable - related party     99                   99             99  
Income taxes payable     658                   658             658  
Deferred income taxes     2                   2             2  
Note payable - related party     650             (650 ) (G)                
Note payable                 3,577   (H)   3,577             3,577  
Total current liabilities     1,483       39,982       (29,956 )     11,509             11,509  
Deferred rent           1,297             1,297             1,297  
Total liabilities     1,483       41,279       (29,956 )     12,806             12,806  
                                                 
Common stock subject to redemption     135,800             (135,800 ) (I)                
                                                 
Stockholders' equity:                                                
Preferred stock.                                    
Common stock                 3 (J)   3       (1 ) (J)   2  
Additional paid in capital     3,433             156,484   (K)   159,917       (61,340 ) (K)    98,577  
Parent's net investment           20,164       (20,164)   (L)                
Retained earnings (accumulated deficit)     1,567             (13,996 ) (N)   (12,429 )     1,840 (P)   (10,589 )
Total stockholders' equity     5,000       20,164       122,327       147,491       (59,501 )     87,900  
Total liabilities and stockholders' equity   $ 142,283     $ 61,443     $ (43,429 )   $ 160,297     $ (59,501 )   $ 100,796  

 

See notes to pro forma condensed combined financial statements

 

 

 

 88 

 

 

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Three Months Ended March 31, 2019

(in thousands, except share and per share data)

 

                Assuming No     Assuming Maximum  
                Redemptions into Cash     Redemptions into Cash  
                Pro Forma     Pro Forma
Statement of
    Redemption Adjustments     Pro Forma
Statement of
 
    BRAC(A)     AEII/WPT(B)     Adjustments     Operations     Adjustments     Operations  
                                                 
Revenue   $     $ 6,235     $     $ 6,235     $     $ 6,235  
                                                 
Costs and expenses:                                                
Multiplatform (exclusive of depreciation and amortization)           581             581             581  
Interactive (exclusive of depreciation and amortization)           892             892             892  
In-person (exclusive of depreciation and amortization)             738             738             738  
Online operating expenses           277             277             277  
Selling and marketing expenses           903             903             903  
General and administrative expenses     297       4,412             4,709             4,709  
Impairment of investment in ESA           600             600             600  
Depreciation and amortization           1,686             1,686             1,686  
Loss from operations     (297 )     (3,854 )           (4,151 )           (4,151 )
                                                 
Other income                                                
Interest income     811             (811 )  (C)                
Unrealized gain on marketable securities held in Trust Account     5             (5 )  (C)                
Interest expense                 (226 )  (D)   (226 )           (226 )
Total other income     816             (1,042 )     (226 )            (226 )
                                                 
Income (loss) before taxes     519       (3,854 )     (1,042 )     (4,377 )           (4,377 )
Provision for income taxes     (187 )           187    (E)                
                                                 
Net income (loss)   $ 332     $ (3,854 )   $ (855 )   $ (4,377 )   $     $ (4,377 )
                                                 
Weighted average shares outstanding, basic     4,411,914               26,381,840  (F)   30,793,754       (5,989,100 )  (F)   24,804,654  
                                                 
Basic net income (loss) per common share   $ (0.06 )                   $ (0.14 )           $ (0.18 )
                                                 
Weighted average shares outstanding, diluted     4,411,914               26,381,840  (F)   30,793,754       (5,989,100 )  (F)   24,804,654  
                                                 
Diluted net income (loss) per common share   $ (0.06 )                   $ (0.14 )           $ (0.18 )

 

 

See notes to pro forma condensed combined financial statements

 

 

 

 89 

 

 

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2018

(in thousands, except share and per share data)

 

           Assuming No   Assuming Maximum 
              Redemptions into Cash    Redemptions into Cash 
              Pro Forma       

Pro Forma

Statement of

    Redemption      

Pro Forma

Statement of

 
    BRAC(A)    AEII/WPT(B)    Adjustments      Operations    Adjustments      Operations 
                                   
Revenue  $   $20,603   $     $20,603   $     $20,603 
                                   
Costs and expenses:                                  
Multiplatform (exclusive of depreciation and amortization)       2,297          2,297          2,297 
Interactive (exclusive of depreciation and amortization)       2,474          2,474          2,474 
In-person (exclusive of depreciation and amortization)        2,554          2,554          2,554 
Online operating expenses       2,245          2,245          2,245 
Selling and marketing expenses       4,023          4,023          4,023 
General and administrative expenses   824    18,442          19,266          19,266 
Depreciation and amortization       6,711          6,711          6,711 
Impairment of investment in ESA       9,683          9,683          9,683 
Impairment of deferred production costs and intangible assets       1,005          1,005           1,005 
Loss from operations   (824)   (28,831)         (29,655)         (29,655)
                                   
Other income                                  
Interest income   2,474        (2,474 )(C)              
Unrealized gain on marketable securities held in Trust Account   67        (67 )(C)              
Interest expense       (2,117)   1,214  (D)   (903         (903
Other income (expenses)