Black Ridge Acquisition Corp. (BRAC) filed a new preliminary proxy this morning, switching their previously scheduled shareholder vote to complete their combination with Allied Esports, to an extension vote. In fact, BRAC had filed a definitive proxy for their combination vote as recently as last Wednesday, June 12th, with a vote date of June 28th. However, it looks like that timeline no longer works for this deal.
Here’s what we do know from today’s preliminary proxy, albeit, it’s not much:
- The new vote date will take place in July, with an actual day to-be-determined. However, BRAC runs out their clock July 10th, so presumably some date between July 1st and 10th.
- The date BRAC is asking to extend to (new completion deadline) is left blank, so we still don’t know how many months BRAC will be asking for.
- BRAC has included language for a monthly extension contribution, but the exact amount is currently left blank. The amount to be contributed will be on a “cents-per-share basis” and not as a flat amount, as seen recently in GigCapital1.
- BRAC appears to be using an out-of-date conversion price for shareholders who opt to redeem. BRAC states a “current conversion amount of approximately $10.29 per share”, based on $142,000,000 in trust. However, the amount BRAC held in trust as of their most recent 10-Q (3/31/19) said the trust held $142,027,742. Huh? The trust can’t have lost $27,742 since March, and it’s earning interest, so that trust amount and $10.29 figure most likely just need to be updated. (Per BRAC’s prospectus, they cannot removed interest from the trust for purposes other than taxes or $50,000 for liquidation expenses).
- The record date will remain as June 10, 2019.
Lastly, Black Ridge announced their combination with Allied Esports and World Poker Tour back on December 19, 2018, six months ago. Given that the current average for completed SPACs is currently 5.2 months from announcement to close, Black Ridge is overdue, plus, they’re about to ask for more time. That’s a little worrisome. Perhaps, now that this deal is close to a vote, BRAC has a little more insight into the amount of redemptions they might be facing. The best way to protect against a run on the cash in trust is to backstop the transaction with a PIPE. So maybe that’s in their future and the reason for the delay.
Stay tuned for any further updates.
At the SPAC of Dawn Following Wednesday’s positive CPI readings, the market is set to ingest both new jobless claims and Core PPI inflation numbers at 8:30 am ET. It might take a particularly rosy result to offset the many factors of market volatility recent. One new one got added to the bingo card this...
One of the eternal questions surrounding SPACs has been their ability or inability to match the opportunity and the performance of the traditional IPO route, and it has become received wisdom on Wall Street that SPACs don’t match up. This is ostensibly born out in in the aggregate statistics that are frequently cited. But, downside...
At the SPAC of Dawn Despite the specter of recession looming, many of the hot technology sectors that SPACs favored during the boom times appear to be coming back on the menu. Ares II (NYSE:AACT) is reportedly angling to lock down a deal with an autonomous trucking firm. Northern Genesis II and Reinvent Y each...
Cantor Equity Partners II (NASDAQ:CEPT) filed another warrantless SPAC showing that the firm will not be slowing down despite Cantor CEO Howard Lutnick moving his attentions to the administration. The new $200 million SPAC would join Cantor Equity Partners I (NASDAQ:CEPO), which became the first SPAC to IPO this year and Cantor Equity Partners (NASDAQ:CEP),...
At the SPAC of Dawn US market futures continue to be flash dark red after a major down day saw SPAC-favorite exchange Nasdaq lose about -4% of its value leaving it running down -9.5% on the year. The sudden downturn has been somewhat personal for the administration as Trump Media (NASDAQ:DJT) itself fell about -11.5%...