According to the Complaint, Black Ridge Acquisition Corp. is a special purpose acquisition company sponsored by Black Ridge Oil & Gas, Inc. for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or assets.
This action stems from a proposed transaction announced on December 19, 2018. On that date, the Board of Directors caused the Company to enter into an agreement and plan of merger with Black Ridge Merger Sub Corp., Allied Esports Entertainment, Inc. , Noble Link Global Limited, Ourgame International Holdings Ltd., and Primo Vital Ltd. Pursuant to the terms of the Merger Agreement, Black Ridge will acquire Allied Esports International, Inc. and WPT Enterprises, Inc., which are two of Ourgame’s global esports and entertainment assets.
On June 12, 2019, Defendants filed a proxy statement with the United States Securities and Exchange Commission, which seeks Black Ridge stockholder approval of the Proposed Transaction at a special meeting scheduled for June 28, 2019.
The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.