0001179110-19-009732.txt : 20190820 0001179110-19-009732.hdr.sgml : 20190820 20190820210652 ACCESSION NUMBER: 0001179110-19-009732 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20190809 FILED AS OF DATE: 20190820 DATE AS OF CHANGE: 20190820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yang Eric CENTRAL INDEX KEY: 0001785822 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38226 FILM NUMBER: 191041135 MAIL ADDRESS: STREET 1: 17877 VON KARMAN AVE STREET 2: SUITE 300 CITY: IRVINE STATE: CA ZIP: 92614 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Primo Vital Ltd CENTRAL INDEX KEY: 0001785837 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38226 FILM NUMBER: 191041136 BUSINESS ADDRESS: STREET 1: TOWER B FAIRMONT, NO.1 BLDG 17TH FLOOR STREET 2: 33# COMMUNITY, GUANGSHUN NORTH ST CITY: BEIJING STATE: F4 ZIP: 100102 BUSINESS PHONE: 949-225-2600 MAIL ADDRESS: STREET 1: TOWER B FAIRMONT, NO.1 BLDG 17TH FLOOR STREET 2: 33# COMMUNITY, GUANGSHUN NORTH ST CITY: BEIJING STATE: F4 ZIP: 100102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Allied Esports Entertainment, Inc. CENTRAL INDEX KEY: 0001708341 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 821659427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17877 VON KARMAN AVENUE, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: (949) 225-2600 MAIL ADDRESS: STREET 1: 17877 VON KARMAN AVENUE, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: Black Ridge Acquisition Corp. DATE OF NAME CHANGE: 20170602 4 1 edgar.xml FORM 4 - X0306 4 2019-08-09 0 0001708341 Allied Esports Entertainment, Inc. AESE 0001785822 Yang Eric 17877 VON KARMAN AVE SUITE 300 IRVINE CA 92614 1 0 1 1 Vice Chairman of the Board 0001785837 Primo Vital Ltd TOWER B FAIRMONT, NO. 1 BUILDING 17TH FL 33# COMMUNITY, GUANGSHUN NORTH ST BEIJING F4 100102 CHINA 0 0 1 0 Common Stock 2019-08-09 4 A 0 208272 A 208272 D Common Stock 2019-08-09 4 A 0 11986523 A 11986523 I By Primo Vital Limited Warrants 11.50 2019-08-09 4 A 0 68211 11.50 A 2019-09-09 2024-08-09 Common Stock 68211 68211 D Warrants 11.50 2019-08-09 4 A 0 3125640 11.50 A 2019-09-09 2024-08-09 Common Stock 3125640 3125640 I By Primo Vital Limited The reporting person acquired 208,272 shares of issuer common stock in exchange for 208,272 shares of Allied Esports Media, Inc. ("AEM") previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 208,272 shares issued to the reporting person in the merger, 20,827 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of the merger agreement. Excludes 69,039 additional shares of the issuer's common stock that the reporting person, as a former shareholder of AEM, will be entitled to receive as additional consideration under the merger agreement if the last reported sales price of the issuer's Common Stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, and recapitalizations) for any consecutive 30 calendar days during the 5-yr period commencing on 9/9/19. Primo Vital Limited is a wholly owned subsidiary of Ourgame International Holdings Limited ("Ourgame") of which Mr. Yang, as director and chief executive officer, exercises voting and dispositive power over such shares. Primo acquired 11,986,523 shares of issuer common stock in exchange for 9,543,692 shares of AEM previously held by the reporting person, and satisfaction of debt owed to Ourgame, pursuant to AEM's merger with the issuer. Of the 11,986,523 shares issued to the reporting person in the merger, 954,367 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of the merger agreement. The reporting person acquired warrants to purchase 68,211 shares of issuer common stock in exchange for 208,272 shares of AEM previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 68,211 warrants issued to the reporting person in the merger, 6,821 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of any of its representations and warranties or covenants in the merger agreement. The closing price of the warrants on August 9, 2019 was $0.02005 per warrant. Primo acquired warrants to purchase 3,125,640 shares of issuer common stock in exchange for 9,543,692 shares of AEM previously held by the reporting person pursuant to AEM's merger with the issuer. Of the 3,125,640 warrants issued to the reporting person in the merger, 312,565 shares are currently being held in escrow and are subject to forfeiture during the one-year period following the merger to satisfy claims arising as a result of AEM's breach of any of its representations and warranties or covenants in the merger agreement. The closing price of the warrants on August 9, 2019 was $0.02005 per warrant. Mr. Yang, as director and chief executive officer of Primo Vital Limited, exercises voting and dispositive power over such shares. Mr. Yang disclaims beneficial ownership of such shares except to the extent of his ultimate pecuniary interest. The closing price of the shares on August 9, 2019 was $4.42 per share. Excludes 3,163,602 additional shares of the issuer's common stock that the reporting person, as a former shareholder of AEM, will be entitled to receive as additional consideration under the merger agreement if the last reported sales price of the issuer's Common Stock equals or exceeds $13.00 per share. Exhibit 24.1 Power of Attorney filed with Form 3 and incorporated herein by reference. /s/ David J. Polgreen, as Attorney-in-fact 2019-08-20 /s/ David J. Polgreen, as Attorney-in-fact 2019-08-20 EX-24 2 eyangpoa.txt Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID POLGREEN as his or her lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him/her and in his/her name, place and stead, in any and all capacities (until revoked in writing) to: 1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the "SEC"), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority; 2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC; and 3. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: 1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information; 2. any documents prepared and/or executed by such attorneys- in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; 3. no such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for the undersigned; and 4. this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorneys- in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this August 8, 2019. /s/Eric Yang -------------------------------- Eric Yang EX-24 3 primovitalpoa.txt Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby constitutes and appoints DAVID POLGREEN as his or her lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for Primo Vital Limited, a British Virgin Islands exempted company, and in its name, place and stead, in any and all capacities (until revoked in writing) to: 1. Sign any and all instruments, certificates and documents appropriate or required to be executed on behalf of the undersigned pursuant to sections 13 and 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any and all regulations promulgated thereunder, and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission (the "SEC"), and with any other entity when and if such is mandated by the Exchange Act or by the Bylaws of the Financial Industry Regulatory Authority; 2. prepare, execute, acknowledge, deliver and file a Form ID (including any amendments or authentications thereto) with respect to obtaining EDGAR codes, with the SEC; and 3. perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: 1. this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information; 2. any documents prepared and/or executed by such attorneys- in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; 3. no such attorneys-in-fact assumes (a) any liability for responsibility to comply with the requirements of the Exchange Act for any of the undersigned, (b) any liability for any failure to comply with such requirements for any of the undersigned, or (c) any obligation or liability for profit disgorgement under Section 16(b) of the Exchange Act for the undersigned; and 4. this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Sections 13 and 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorneys- in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, with full power of substitution and revocation, hereby ratifying all that such attorney-in-fact, or such attorney-in- fact's substitute or substitutes, of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this August 8, 2019. Primo Vital Limited /s/Eric Yang -------------------------------- Eric Yang, Co-Chief Executive Officer