0001683168-19-000465.txt : 20190220 0001683168-19-000465.hdr.sgml : 20190220 20190220171858 ACCESSION NUMBER: 0001683168-19-000465 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20190220 DATE AS OF CHANGE: 20190220 EFFECTIVENESS DATE: 20190220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Black Ridge Acquisition Corp. CENTRAL INDEX KEY: 0001708341 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 821659427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38226 FILM NUMBER: 19619392 BUSINESS ADDRESS: STREET 1: C/O BLACK RIDGE OIL & GAS, INC. STREET 2: 110 NORTH 5TH STREET, SUITE 410 CITY: MINNEAPOLIS STATE: MN ZIP: 55403 BUSINESS PHONE: 952-426-1241 MAIL ADDRESS: STREET 1: C/O BLACK RIDGE OIL & GAS, INC. STREET 2: 110 NORTH 5TH STREET, SUITE 410 CITY: MINNEAPOLIS STATE: MN ZIP: 55403 DEFA14A 1 brac_8k.htm FORM 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

______________

 

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

Date of Report (Date of earliest event reported): February 14, 2019

 

 

BLACK RIDGE ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 001-38226 82-1659427
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)

 

c/o Black Ridge Oil & Gas, Inc.

110 North 5th Street, Suite 410

Minneapolis, MN 55403

(Address of Principal Executive Offices) (Zip Code)

 

(952) 426-1241

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

   

 

 

BLACK RIDGE ACQUISITION CORP. (“BLACK RIDGE”) INTENDS TO HOLD PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING BLACK RIDGE’S SECURITIES, IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION (THE “PROPOSED TRANSACTIONS”) WHEREBY BLACK RIDGE WILL ACQUIRE THE GLOBAL ESPORTS AND ENTERTAINMENT ASSETS OF OURGAME INTERNATIONAL HOLDINGS LTD. (COLLECTIVELY, THE “BUSINESS”), AS DESCRIBED IN THE CURRENT REPORT ON FORM 8-K FILED BY BLACK RIDGE ON DECEMBER 19, 2018. THIS CURRENT REPORT ON FORM 8-K, INCLUDING THE EXHIBITS HERETO, MAY BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

 

MACQUARIE CAPITAL (“MACQUARIE”) IS ACTING AS BLACK RIDGE’S CAPITAL MARKETS ADVISOR IN CONNECTION WITH THE PROPOSED TRANSACTIONS AND WILL RECEIVE A FEE IN CONNECTION THEREWITH AT THE CLOSING OF THE PROPOSED TRANSACTIONS (THE “CLOSING”). ADDITIONALLY, EARLYBIRDCAPITAL, INC. (“EBC”), THE MANAGING UNDERWRITER OF BLACK RIDGE’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN OCTOBER 2017, WAS ENGAGED AS AN ADVISOR IN CONNECTION WITH BLACK RIDGE’S BUSINESS COMBINATION AND WILL RECEIVE A FEE AT THE CLOSING. BLACK RIDGE AND ITS DIRECTORS AND EXECUTIVE OFFICERS AND MACQUARIE AND EBC MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF BLACK RIDGE STOCKHOLDERS TO BE HELD TO APPROVE THE PROPOSED TRANSACTIONS (“SPECIAL MEETING”).

 

STOCKHOLDERS OF BLACK RIDGE AND OTHER INTERESTED PERSONS ARE ADVISED TO READ BLACK RIDGE’S PRELIMINARY PROXY STATEMENT, DATED FEBRUARY 14, 2019, AND DEFINITIVE PROXY STATEMENT, WHEN FILED, IN CONNECTION WITH BLACK RIDGE’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION. SUCH PERSONS CAN ALSO READ BLACK RIDGE’S FINAL PROSPECTUS, DATED OCTOBER 4, 2017, AND BLACK RIDGE’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF BLACK RIDGE’S OFFICERS AND DIRECTORS AND THEIR RESPECTIVE INTERESTS AS SECURITY HOLDERS IN THE SUCCESSFUL CONSUMMATION OF THE PROPOSED TRANSACTIONS. BLACK RIDGE’S DEFINITIVE PROXY STATEMENT WILL BE MAILED TO STOCKHOLDERS OF BLACK RIDGE AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON THE PROPOSED TRANSACTIONS. SECURITYHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF SUCH DOCUMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: BLACK RIDGE ACQUISITION CORP., C/O BLACK RIDGE OIL & GAS, INC., 110 NORTH 5TH STREET, SUITE 410, MINNEAPOLIS, MN 55403. THESE DOCUMENTS, ONCE AVAILABLE, AND BLACK RIDGE’S IPO FINAL PROSPECTUS AND ANNUAL REPORT ON FORM 10-K CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (http://www.sec.gov).

 

ADDITIONAL INFORMATION AND FORWARD-LOOKING STATEMENTS

 

This report and the exhibits hereto are not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactionS and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of BLACK RIDGE, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

 

This report and the exhibits hereto include “forward-looking statements.” actual results OF BLACK RIDGE AND THE BUSINESS may differ from THEIR RESPECTIVE expectations, estimates and projections and, consequently, you should not rely on these forward looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, the parties’ expectations with respect to future performance; anticipated financial impacts of the PROPOSED TRANSACTIONS; approval of the PROPOSED transactions by STOCKholders; the satisfaction of the closing conditions to the PROPOSED transactions; and the timing of the completion of the PROPOSED transactions.

 

THERE ARE significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside the parties’ control and difficult to predict. Factors that may cause such differences include: business conditions; changing interpretations of accounting principles; outcomes of government reviews; inquiries and investigations and related litigation; continued compliance with government regulations; legislation or regulatory environments; requirements or changes adversely affecting the business; fluctuations in customer demand; management of rapid growth; general economic conditions; geopolitical events and regulatory changes; and other factors set forth in black ridge’s filings with the Securities and Exchange Commission and available at www.sec.gov. Other factors include the possibility that the PROPOSED TRANSACTIONS do not close, including due to the failure to receive required STOCKholder approvalS, or the failure of other closing conditions.

 

 

 

   

 

 

The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is, AND MAY BE, contained in BLACK RIDGE’S filings with the SEC. All subsequent written and oral forward-looking statements concerning black ridge or the business, the PROPOSED transactions or other matters and attributable to black ridge and the business or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. no party undertakeS or acceptS any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.

 

Item 7.01 — Regulation FD Disclosure

 

On February 14, 2019, in connection with the Proposed Transactions, Black Ridge’s Chairman and Chief Executive Officer, Ken DeCubellis, was interviewed by Fox Business Television, Bloomberg Radio, and Cheddar Sports. Transcripts of each interview are included as Exhibits 99.1, 99.2, and 99.3 hereto. Additionally, recordings of the interviews conducted by Fox Business Television and Bloomberg Radio are available on Black Ridge’s website, blackridgacq.com.

 

This information furnished hereunder, including the related exhibits, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any disclosure document of the Company, except as shall be expressly set forth by specific reference in such document.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)    Exhibits:

 

Exhibit Description
99.1 Transcript of Fox Business Television Interview dated February 14, 2019
99.2 Transcript of Bloomberg Radio Interview dated February 14, 2019
99.3 Transcript of Cheddar Sports Interview dated February 14, 2019

 

 

 

 

 

 

 

 2 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 20, 2019

 

 

 

 BLACK RIDGE ACQUISITION CORP.
   
By:/s/ Ken DeCubellis
  Name: Ken DeCubellis
  Title: Chairman and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 3 

EX-99.1 2 brac_8k-ex9901.htm TRANSCRIPT OF FOX BUSINESS TELEVISION INTERVIEW

Exhibit 99.1

 

Fox Business Television Interview 02.14.19

 

Host: This is a subject we cover a lot on this program, that would be esports, gaming. We cover it a lot because it is exploding. The global esports market is expected to surpass a billion dollars this year. By the way, that’s esports, that is not just video games, this is just the sport of playing it. A billion dollars would be a 27% increase for the previous year, thanks to the help of brand sponsorships, okay? Let me have a look. Who do we got here? On gaming, Black Ridge Acquisition Group is spending $150 million to bring together some of the big names in esports and professional poker to start a new esports company. Joining us now is Frank Ng of Ourgame International, and Ken DeCubellis, Black Ridge Acquisition Corp. CEO. Frank, to you first. $150 million dollars going into the production of esports? How are you going to get your money back?

 

Frank Ng: Well you know, we are trying to build the infrastructure, a platform for the industry. I think our esports play is different from other folks in the industry today. We’re trying to create an ecosystem with three pillars. The first is a property network around the world of dedicated esports arena. We built one in Vegas already.

 

Host: So you got a network of arenas to start with. Then what do you got?

 

Frank: And then, from that, just like what you guys are doing here, we create content. These are studios for us, basically. We create a lot of esports content that we work with sponsors and also distribution platforms to distribute that content. On top of that, we create an online service that can monetize from the audience and funnel those audience from the content into this new online services designed for gamers, for the esports fans.

 

Host: Frank, I so admire your idea, we’re going to funnel that money from these consumers. See that is what we like on this program. We like success. We like profit. It’s not a dirty word to us. Hold on a second, Frank.

 

Host: Now then, Ken

 

Ken DeCubellis: Yes

 

Host: What is this about poker?

 

Ken: The poker is the strategy. The World Poker Tour has been around for 17 years. We are deploying the same strategy to the esports business now.

 

Host: So you are not going to stage poker games?

 

Ken: WPT is a profitable company, it’s a great company. We are going to use their expertise to distribute and deliver content. They host live events every year, 65 around the world, we’re going to do the same in esports at our flagship arenas. And it’s all about the size of this opportunity. This is much bigger than poker, 2.2 billion gamers globally. There are more folks viewing esports last year than the NHL and NBA combined, so the size is huge.

 

Host: I am going to sound ridiculous, here. Are you sure this is not a passing fad?

 

Ken: The train has left the station, I can tell you right now. My son is watching ninja play fortnight every night. With 2.2 billion gamers, 400 million viewers last year, it’s going to grow to over 550 by 2021. So this is real, it’s just a matter of monetizing the opportunity.

 

Host: Frank, am I right in saying it’s already exploded and taken off in Asia in particular?

 

 

 

 1 

 

 

Frank: It’s huge. Here we have Twitch, which is huge. We have hundreds of millions of viewers on that platform. But in Asia, we have multiple platforms like that. So it’s hard to imagine, actually.

 

Host: Tell me again where did you get your money from?

 

Frank: Well –

 

Host: Is it from the viewers inside of the stadium, who have paid money to go and see it?

 

Frank: There are multiple ways of getting money. Number one is, of course, from sponsors. Like any media, we create content. Of course we have that. A lot of major corporations want to get into esports, not because they are excited about esports, because they want to reach the audience. Because it’s huge today.

 

Host: Right, I love it. Reach the audience.

 

Frank: Yes. That’s the meat (inaudible)

 

Host: Get it out of them. Very good stuff.

 

Frank: And on top of that we have the B2C, too. We will offer online services to gamers to enhance their experiences. That is what we are planning to do right now.

 

Host: Look down the road five years, how big? If it’s a billion dollar esports business now, how big is it in 5 years?

 

Frank: My guess, it should be five to 10 billion easily in five years.

 

Host: Your guess, Ken?

 

Ken: I agree. We’re going to put the $100 million of capital to work from the SPAC. Grow the property network to close to forty within the next couple years. This is a multibillion dollar company.

 

Host: We love success on this program, we just love it. Frank, Ken thanks very much for joining us.

 

THE INFORMATION CONTAINED IN THIS TRANSCRIPT IS A TEXTUAL REPRESENTATION OF AN INTERVIEW AND, WHILE EFFORTS WERE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE INTERVIEW. THIS TRANSCRIPT IS BEING MADE AVAILABLE FOR INFORMATION ONLY, AND READERS ARE ADVISED TO REVIEW THE INTERVIEW ITSELF.

 

 

 

 

 2 

EX-99.2 3 brac_8k-ex9902.htm TRANSCRIPT OF BLOOMBERG RADIO INTERVIEW

Exhibit 99.2

 

Bloomberg Radio 02.14.19

 

Host: Seems like you and I are spending more and more time talking about gaming. Maybe that’s just having Matt Kanterman come in and talk about the big gaming companies and their earnings, but one aspect of the gaming business is esports that just fascinates me. This is the business where people come to arenas and other public places to watch other people game. This is a real business, it is a growing business. This is a $1 billion business, 400 million viewers and growing. So, to help us dig deep into the business and the opportunities here, we have a couple of gentlemen in our 1130 studios. Ken DeCubellis, CEO of Black Ridge Acquisition Company, that is a NASDAQ-listed SPAC under the symbol BRAC; and Frank Ng, CEO of Ourgame International. And Ken and Frank, I guess your companies are in the process of merging to form what will be the new company Allied Esports Entertainment. So, Frank, maybe if you could just give a sense of esports. Why esports? What are the opportunities that you guys see in this business?

 

Frank Ng: Esports has been around for a long time, but as a subset of gaming. But now, it becomes an industry because in the past few years streaming becomes extremely popular and that really supports the growth of esports. And the essence, the core element, is the viewership. Viewership has grown to a very large number already. You know, last we about 400 million on a global basis, viewers, regularly on esports. And it’s already bigger than many major sports. So, as it develops right now, we see a lot of new business models that are emerging and we really believe this is at the beginning stage of the industry - to monetize from the esports activities.

 

Host: So, you two are coming together to form Allied Esports Entertainment. Ken Decubellis joining us here as well and your firm, Black Ridge Acquisition Company, didn’t it focus on oil?

 

Ken DeCubellis: That was part of the initial focus, but I will tell you -

 

Host: How did you get to this point?

 

Ken: When you have a SPAC, you have a finite timeline that you have to get a deal done so it’s all about deal flow. And for us, we are very fortunate in that a gentleman named Lyle Berman took a company called World Poker Tour public in 2004. He eventually sold that and then Frank’s company bought WPT three years ago. As Frank was looking at various ways to fund the esports initiative, he heard that Lyle had a SPAC so he approached Lyle –

 

Host: A SPAC for those who don’t know is Special Acquisition Company, carry on.

 

Ken: Yes, correct, so they approached us and I can tell you the opportunity with this business blows away any we were looking at in the energy space. So it’s all about shareholder return for us and we think this is the right bet.

 

Host: Okay, so what is the business plan for your company and give us a sense for how that maybe mirrors what’s going on in the esports business in general?

 

Ken: I would say this – this is unique. If you are looking to play esports today, there’s really two ways to do it. You are a video game publisher that makes the games itself, or a lot of the traditional sports franchise owners are buying teams that compete against each other. We are game and team agnostic. The strategy is threefold. You hold the live event, like at our Luxor arena in Las Vegas, produce content off of that, and then drive viewers from the content piece to an online platform, so it’s the three pillar strategy that, by the way, has been deployed at the World Poker Tour for seventeen years. So that’s the play here to monetize.

 

Host: So, Frank, talk to me about the arena type play, because this is something I have not seen that much about. I mean, we know that watching competitive gamers, that’s a very popular thing to do, people stream that, but what is the market like for in-person events right now?

 

Frank: I think the market is growing very rapidly right now. A lot of the bigger esports events today are being held at coliseums, like Candlestick Park, for example. But we are trying to create a new format, a dedicated arena just for esports. Basically, it’s just like a tv studio with live broadcast capabilities that can house 1,000 people. With those guests, your show looks great. And our focus, instead of doing more like a proper organized league or teams is that we want to create shows. Entertainment for esports that can be carried out on a frequent, regular basis and as such the commercial value that can be created will be a lot bigger for our sponsors.

 

 

 

 1 

 

 

Host: So, talk about how you view the model – sponsorship, advertisers – how critical is that to what you guys are thinking about?

 

Ken: I would say this, the demographic in esports, the viewership, is primarily 35 and under. That’s a highly coveted demographic. And the beauty of the ecosystem right now is they’re all online. So esports is an online business, the content that will be produced from the live events at the arenas will be distributed primarily online. So the sponsors really covet that demographic and so they want to get behind this business as well.

 

Host: So, Ken, how big do you think this – how do you monetize this in terms of ticket sales? Do you do gear? I mean the practical aspects of this?

 

Ken: The two really big opportunities with this business model is with the content to sell sponsorship or sell the content to distribution networks, number one, but thirdly which really meets up with what Frank’s background is, is an online subscription-based service geared primarily toward gamers. That’s what Frank’s been doing his entire career.

 

Host: Thank you both so much for being here. Ken DeCubellis, CEO of Black Ridge Acquisition Company, soon to be future CFO of Allied Esports Entertainment. Frank Ng, chief executive of Ourgame International, future CEO of Allied Esports Entertainment. Both of you here in our Interactive Broker Studios. Thank you so much for being here with us.

 

_________________________________________________________________________________

 

THE INFORMATION CONTAINED IN THIS TRANSCRIPT IS A TEXTUAL REPRESENTATION OF AN INTERVIEW AND, WHILE EFFORTS WERE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE INTERVIEW. THIS TRANSCRIPT IS BEING MADE AVAILABLE FOR INFORMATION ONLY, AND READERS ARE ADVISED TO REVIEW THE INTERVIEW ITSELF.

 

 

 

 

 

 

 

 

 

 

 

 

 2 

EX-99.3 4 brac_8k-ex9903.htm TRANSCRIPT OF CHEDDAR SPORTS INTERVIEW

Exhibit 99.3

 

Cheddar Sports Interview 02.14.19

 

Host: A few months ago, it was announced that the Black Ridge Acquisition Corp. & Ourgame International Holdings are acquiring Allied Esports & the World Poker Tour to create Allied Esports Entertainment. And joining us now to discuss this new partnership are the soon to be CFO & CEO of Allied Esports Entertainment Ken DeCubellis & Frank Ng. Welcome guys, welcome to the studio.

 

Frank Ng & Ken DeCubellis: Thank you.

 

Host: Yeah, we are just excited to have you. So Frank, for those who don’t know, tell us about Allied ESports & the HyperX Esports Arena in Las Vegas.

 

Frank: Allied Esports Entertainment is a combination of WPT (World Poker Tour) & Allied Esports, our esports company. And Allied Esports is basically an esports entertainment company with a platform that aims to support the gamers community and also the esports industry. We have 3 major pillars to support our platform, the ecosystem that we are creating right now. The first one is the property network and you can see it on the screen. We want to build flagship arenas around the world and then invite affiliates to join us to create a property network around the world, allowing esports events to take place any time, any place. Now this is already happening, we now have a flagship in Vegas. It’s a beautiful facility, last year we did a pilot with Ninja with amazing results, and we also have a couple of locations right now in California, in Oakland, those are affiliates locations, and also Santa Ana. We have five locations in China right now. We just signed a new affiliate member in Australia and we got a couple of mobile arenas, beautiful eighteen wheelers that goes anywhere Nascar, CES, many locations…

 

Ken: Super Bowl.

 

Frank: And Super Bowl.

 

Host: Just dropping that out there, Super Bowl.

 

Frank: So, that is our first major asset we are building. We have a property network of dedicated esports arenas, because esports starts with offline events. Now with that, then we try to produce content, like what you guys are doing. We produce content, we’ve got studios, this arena basically is a tv studio, we create content and shows that focus more on the entertainment side instead of focusing building a league or team. So we try to come into esports at a different angle. So we create content and then that’s our 2nd pillar. And then, lastly, you know we want to create an internet online solution for gamers, just like a tournament platform. We want to do the next generation tournament platform that allows esports fans to enhance their gaming experiences. So, in a nutshell, that’s the three main things we try to do at Allied Esports.

 

Host: That’s incredible. Now Ken, what was the impetus for Black Ridge Acquisition of Allied Esports and WPT?

 

Ken: Well, I’ll tell you the opportunity is so big. There are 2.2 billion gamers globally and the growth rates are incredible. Double digit growth rates in revenue and viewership. And folks don’t realize this, last year there were more folks globally viewing esports than the NHL & NBA combined. So this is a really big opportunity and the group is incredible as well. And for us, too, the three pillars that Frank just discussed, the World Poker Tour, that has been their strategy for 17 years now. So they do the live in-person experiences, they produce content and then they have an online platform. So we’re just going to deploy that same strategy in a much bigger marketplace.

 

Host: Very Exciting. So what will be AESE’s goals and plans after this merger is fully complete here?

 

Ken: I’ll start with that Frank and turn it to you. So we’re going to have about $100 million in cash on the balance sheet, so we’re going to build two new flagship arenas: one launching in the middle of 2020 in Europe, and then, in 2021, a new flagship in Asia Pacific. So we want to expand that global property network quickly.

 

 

 

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Frank: And on top of that, we’re focusing on delivering the online solutions that we’re building right now. We’re hoping by Q1 of next year there will be a brand new service that will help the gamer community to play better.

 

Host: Nice! That’s super exciting, of course. When you speak of the online service, what is, I guess, the model for it here? Because, we’ve seen four other LAN centers, the GG circuit that connects these LAN centers and they are able to compete but there’s no sort of way to enter this platform unless you are actually, physically at a LAN center, right? So how would this be different, what sets this apart?

 

Frank: I think we try to create, using the tournament platform matching system as the fundamental concept, but because we have poker background, we know tournaments. So we want apply a lot of concepts that have been used by poker in terms of tournament matching with the ultimate goal to reach out to the mass audience. Not just the pro players, because if you go to those matching platforms today, only those that are very good and then they play. (inaudible)

 

Host: They are very good, right.

 

Frank: I want to create a subscription-based, millions of people can come in and enjoy and also maybe interact with the streamers, their favorite streamers. So that’s the new experience we are trying to create, there could be funnels, and satellite games that can eventually lead into the subscribers that end up in Vegas playing with their favorite streamers.

 

Hostess: Well, speaking of streamers, let’s talk about KittyPlays, how did you get her on board?

 

Frank: We’ve been working on that for a few months.

 

Hostess: Really?

 

Frank: Yes.

 

Hostess: Talk to us about that and the process.

 

Frank: Well, you know in the past couple of years we have been focusing on building the property network and we did that already. And now we want to utilize those properties, and that’s why this year we will do a lot of content. So we’ve been talking to not just Kitty, we have been talking to a lot of major streamers right now. Kitty is the first one that we announced and we want to create a new format of content. Again it’s a show, entertainment. Talk show, she will still play games with the guests, which is also a headliner. And, we tried this new format and she likes it. And on top of that we are talking to some other headliners, major streamers, sending them to Asia for a tour. There’s a lot of exciting things happening.

 

Host: Right. So that’s almost interesting, right? You see in the entertainment industry so many rappers, artists, they perform music around the world, they go on these tours. So are you saying that something like that could be en route?

 

Frank: We’ve got trucks. We have affiliates all over the world. You will expect to see that. That’s why people join us into our property network because I will send these people overseas to challenge the number one streamers, maybe in China.

 

Host: Wow, yeah, that’s super exciting, honestly, when you talk about streamers becoming superstars. Already, obviously, you see Ninja is a superstar. But it’s like, if you send him around the world, to face off against the best in China, the best in Korea, the best, like, wherever.

 

Frank: That’s good content.

 

Host: That’s good content.

 

Host: Amazing content. And you bring all the fans into this as well, and you can do so much with that.

 

 

 

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Frank: Esports is meant to be global.

 

Host: Right, inherently the internet enables that global connectivity, so I think it’s just such a good and fundamentally smart idea. I think that makes sense. So when can we expect the merger to be complete? When can we start seeing this action?

 


Ken: It’s probably going to be the beginning of April, first half of April at this point. And so it’s exciting, we’re ready to launch.

 

Host: Yeah, that’s super exciting. Of course moving forward from 2019 and 2020, you know, you keyed us in the key things happenings in 2020 and 2021, but are there any other little things we can get out of you while you guys are both here?

 

Ken: You know we have a lot of strategics we’re speaking to, so there’s potential to announce something that could get into us a different vertical or maybe into a different geographic region, because as Frank said, this esports business is truly global.

 

Host: Right

 

Frank: I can tell you, we have been approached by a lot of massive corporations and they have nothing to do with esports or gaming, but they want to get into this because they want to have access to the gamer community.

 

Host: Of course.

 

Frank: And this is the best way for them to do it.

 

Host: It makes sense. Obviously with ESL, we’ve been seeing partnerships with Mercedes, from Origen in Europe, we’ve been seeing partnerships with Audi. We are seeing so many non-endemic sponsorships coming in, so it would be fantastic to see even more enter the space moving forward. Well, thank you both so much for taking the time to come onto the show here. We would love to have you whenever you announce something.

 

Ken: You should come to the arena and do a remote from Las Vegas and do a special episode.

 

Host: We’d love to. Obviously, we will be in contact further to make that actually happen. Thank you so much, Ken and Frank.

 

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THE INFORMATION CONTAINED IN THIS TRANSCRIPT IS A TEXTUAL REPRESENTATION OF AN INTERVIEW AND, WHILE EFFORTS WERE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE INTERVIEW. THIS TRANSCRIPT IS BEING MADE AVAILABLE FOR INFORMATION ONLY, AND READERS ARE ADVISED TO REVIEW THE INTERVIEW ITSELF.

 

 

 

 

 

 

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