SPACInsider Logo
Black Ridge Acquisition Corp. Gets Another $5M Backstop
by Kristi Marvin on 2019-06-26 at 4:10pm

This afternoon, Black Ridge Acquisition Corp. (BRAC), announced that they have entered into a Letter Agreement for another $5 million backstop in addition to their previous $5 million backstop with TV Azteca. This new backstop is with Simon Equity Development, LLC (“Simon”), an indirectly wholly-owned subsidiary of Simon Property Group, Inc., and Allied Esports Media, Inc., which is a party to BRAC’s proposed business combination.

The signed Letter Agreement calls for Simon to purchase $5,000,000 of newly issued shares of BRAC common stock at the closing of the Business Combination at a price equal to the per share amount in BRAC’s trust account.  However, the dollar amount of newly issued shares will be reduced by the dollar amount Simon spends purchasing shares of BRAC in open market or privately negotiated transactions.  Simon would agree not to convert any shares purchased in the open market or in privately negotiated transactions at the shareholder vote to approve the Business Combination.

The terms of this backstop are the same as the ones given to the $5 million TV Azteca backstop.  In summary:

  • one additional share of Black Ridge common stock for every ten (10) shares that are purchased, or 1/10 of a share.
  • one warrant to purchase one (1) share of Black Ridge common stock for every two (2) shares purchased. The terms are the same as the public warrants

Additionally, just like TV Azteca, as part of that $5 million purchase, Simon and BRAC have agreed to work together on various future projects to “to bring esports experiences to Simon’s mall locations across the United States.”  That’s a little vague, but okay.

The takeaway is, Black Ridge now has $10 million in backstops to close their combination.  However, BRAC’s shareholder meeting to approve their extension has been scheduled for July 8th, but we still don’t have a fully filled-in proxy.  There are still a lot of blanks.  For example, we still don’t know how much time they will be asking for, or how much they intend to contribute to the trust for remaining shareholders post the extension vote.

Interestingly, BRAC had previously scheduled their vote to close this combination for June 28th, so they sounded close to wrapping up this deal. Hence, perhaps they don’t need a full three months extension.  Additionally, now that they have a $10 million backstop, maybe they also won’t offer any additional contribution if they only need a month or so. We won’t know until Black Ridge files that proxy, but it should be coming any day now ahead of the July 8th vote.

Stay tuned for any further updates.


Recent Posts
by Marlena Haddad on 2022-12-08 at 5:35pm

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC Liquidations: Sierra Lake, Z-Work, Lerer Hippeau, and Climate Real Impact Solutions II Sierra Lake Acquisition Corp. Shareholders Approve Liquidation   Sierra Lake Acquisition Corp. (NASDAQ: SIER) announced today that due to its inability to...

by Nicholas Alan Clayton on 2022-12-08 at 2:28pm

Parsec Capital (NASDAQ:PCX) announced in an 8-K this morning that it has begun the process of liquidating its trust account, but the filing also curiously notes that the team is trying to carry on with its announced combination with Enteractive Media. The announcement matches what the SPAC said in its 10-Q filed November 18, that...

by Marlena Haddad on 2022-12-08 at 12:56am

  Below is a daily summary of links to the latest SPAC news and rumors gathered across the web.  Latest SPAC News: Palihapitiya blames Fed for crushing the blank-check bubble, and Hong Kong is set to regain top-three IPO ranking in 2022 SPAC king Chamath Palihapitiya says the Fed crushed the bubble in blank-check firms...

by Marlena Haddad on 2022-12-08 at 12:50am

PHP Ventures Acquisition Corp. (NASDAQ: PPHP) has entered into a definitive agreement to combine with ConstrucTech company Modulex Modular Buildings Plc (“Modulex”) at a valuation of $600 million. UK-based Modulex manufactures 3D volumetric steel modular buildings and harnesses emerging technologies to meet housing and infrastructure needs. The combined company is expected to trade on the...

by Nicholas Alan Clayton on 2022-12-08 at 11:53am

7GC & Co.  (NASDAQ:VII) has entered into a definitive agreement to combine with video engagement platform Banzai at an enterprise value of $380 million, or 17.3x its revenue in the 12 months ending in September 2022. Bainbridge Island, Washington-based Banzai provides a suite of virtual event management and analytical tools through a software-as-a-surface (SaaS) model....

Privacy Policy|Terms Of Use
Copyright © 2022 SPACInsider, Inc. All Rights Reserved