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): March 18, 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 5^th 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, EACH OF EARLYBIRDCAPITAL, INC. (“EBC”), THE MANAGING UNDERWRITER OF BLACK RIDGE’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN OCTOBER 2017, AND ROTH CAPITAL PARTNERS, LLC (“ROTH”) 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, EBC AND ROTH 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 AND, WHEN AVAILABLE, DEFINITIVE PROXY STATEMENT IN CONNECTION WITH BLACK RIDGE’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THESE DOCUMENTS WILL 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, 2018 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.

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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.

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Item 7.01 — Regulation FD Disclosure

On March 18, 2019, Ken DeCubellis, Chief Executive Officer of Black Ridge Acquisition Corp. (the “Company”), and Frank Ng, Chief Executive Officer of Ourgame International Holdings Ltd., presented at the 31st Annual ROTH Conference in Orange County, California. A transcript of the discussion along with an investor presentation used at the conference are being furnished with this Current Report on Form 8-K and are attached to this report as Exhibits 99.1 and 99.2, respectively.

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	Discussion transcript
99.2	Investor presentation

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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: March 19, 2019

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

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EX-99.1

Exhibit 99.1

Company Name: Black Ridge Acquisition Corporation (BRAC)

Event: 31st Annual ROTH Conference

Date: March 18, 2019

<<Kenneth DeCubellis, Chairman and Chief Executive Officer>>

Are we ready to start? Okay. You guys have a couple of hours left before the party, so we can muscle through this Esports conversation here in about 30 minutes. I’m Ken DeCubellis, I’m the Chairman and Chief Executive Officer of Black Ridge Acquisition Corp. And with me is Frank Ng, who’s the Co-CEO of Ourgame.

Let’s talk a little bit about the transaction. I would alert you if you want to see more details, if you go to the Black Ridge Acquisition Corp. website, we have a full investor presentation there with a webcast of Frank and I speaking through this. This is a condensed version. We’re going to try to whip through the slides in about 15 minutes because we want this to be collaborative and open up enough time for Q&A. I’ll also highlight that our Esports mobile truck is situated just across the street. So when you’re on your way to the Blink-182 concert, get a beer and stop by the truck and we can host you there and answer more questions as well.

<<Frank Ng, Co-Chief Executive Officer, Ourgame International Holdings Ltd.>>

And play some video games too.

<<Kenneth DeCubellis, Chairman and Chief Executive Officer>>

Exactly. So a little bit on the transaction, so we’re actually doing a merger. We have a special purpose acquisition company, like I said, BRAC is the ticker. Lyle Berman and I got together back in October of 2017 and IPO’d that SPAC. There’s currently $142 million sitting in the trust account. So a little bit of history on that, with SPAC’s you have a short period of time to get your transaction done. But if you – and if you expire, you have to give your cash back to the original investors.

And so we looked at a lot of opportunities over 80. Lyle Berman is a legendary figure in gaming circles. He’s owned and operated casinos. He took Rainforest Cafe public. But in 2004, he took the World Poker Tour public. So it’s that relationship that helped bring this opportunity to us. We ended up selling that business to WPT about five or six years after that, Lyle did not retain any ownership. And then Ourgame, Frank’s company acquired the WPT three years ago.

So when Frank and Ourgame were looking at ways to fund the new Esports initiative, with folks like Steve Lipscomb and Adam Pliska from WPT that said, Frank, Lyle and Ken have this SPAC, you guys should get together and talk. And so we announced the definitive merger agreement at the end of the year. I can tell you this blows away every other opportunity we are looking at. This is a very big market with very significant growth potential. I’ll go through all the details in a bit.

We’re going through the SEC proxy process right now because we have to set a shareholder vote date. Our expectation is that this could all get concluded by the end of April, okay. So what we’re doing here is we’re pulling two businesses out of Ourgame, which is listed on the Hong Kong Stock Exchange. The World Poker Tour and the Allied Esports business merging them with the SPAC to create what we believe is the world’s premier Esports entertainment company.

This is not a story about publishing the video games. This is not a story about owning the teams or the leagues that compete. This is a game agnostic platform that’s built around monetizing the viewership in Esports, okay. That’s where the potential is here and I’ll go through that in a bit. When we closed the merger, the name of the company will change from Black Ridge Acquisition Corp. and the ticker will change from BRAC to AESE the new co will be named Allied Esports Entertainment.

So let’s just go through some of the investment thesis here what really excites us about this opportunity. First and foremost, Esports is a huge market over 2 billion gamers globally. We’ll go through some of the other metrics here, but from a viewership perspective, viewership is growing at close to 14% CAGR right now. This is not like a typical SPAC deal. When you do a typical SPAC deal, you get your transaction done and the SPAC team runs for the exit. We’re all staying on here, okay.

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And a lot of that has to do with quite frankly, our belief in the long-term equity in this new opportunity. But we’re leveraging off of Lyle Berman and other board members experienced running public gaming companies, okay. So there’s real strategic value here. When we talk about what this business has done so far, there’s already a first mover advantage from a global property perspective. We’re going to accelerate that even further with the capital from the SPAC trust account. And then in terms of our belief in the long-term equity, 100% of the equity owners of Allied Esports and WPT are rolling into the new co with a significant amount deferred in an earn-out. We’ll go through those details in a bit.

Let’s talk about the strategy, okay. It’s built off of 17 years of experience from the World Poker Tour, live in person experiences, this is pillar number one. Pillar number two is content. Pillar number three is the online platform. We’re deploying that in a much bigger market now in Esports, but we’re leveraging off of the expertise at the WPT. Adam Pliska who’s the CEO of WPT will be the President of the new co and he will personally head up the content part of this. I’m going to walk through in a bit how all three legs of this stool work together in harmony to really multiply and scale up the business in a bit, but they put on 65 poker tournaments around the world every year and then they sell content in every geography. He understands how to monetize content, that’s an important part of this business as we move forward, okay.

As we do this and grow the global property network, we’re building a moat around the ecosystem, okay. The brand is becoming synonymous with Esports and we’ll give an example of that in a bit that shows the expertise that Frank and his team has developed in Esports here, okay.

Valuation, combined revenue from the WPT and Esports business last year was $20 million. When we look at this business, when we close the merger, the EV will be about $200 million, that’s 10 times trailing. As we look forward though, we’re going to build additional flagship arenas. When we look to 2022 and 2021 the multiple is about 3 times EBITDA, okay. And that excludes all the upside potential from the new online platform center that will be launched in the beginning of next year. And that platform is targeted specifically toward Esports. And then when the balance sheet at close, we look at that it’s going to be very conservative, zero debt on the balance sheet, fully funded with cash to execute on the growth plan.

So just a bit on the transaction, I’ll turn it over to Frank here. So the equity owners of Allied Esports and WPT are receiving 11.6 million shares at a fixed conversion price of $10.17 per share, okay. That’s 100% of the equity. We’re also going to pay down about $32.5 million of debt, so the balance sheet will be debt free. There is an earn-out component, $50 million in value to be paid all in stock, if the stock of the new co trades at or above $13 per share for 30 consecutive days, okay. You see the multiples here, 2021 EV over EBITDA 3.2.

So let’s talk about the team here. As I’d mentioned, I’ll turn it to Frank here in a second. The entire SPAC team is staying on with the new company. Lyle will be Chairman of the Board, I’ll become the CFO. And Frank, you should talk about you and the team.

<<Frank Ng, Co-Chief Executive Officer, Ourgame International Holdings Ltd.>>

Yes. I’ve been on the online industry for 18 years and personally I’m a hardcore gamer playing games for 35 years already, I’m 50. By the way, I’ve been running online platform of Ourgame. We took it private back in 2010, I did the NBO fundraise some money with my buddy over there, Eric. We’d raised $80 million took a while but then immediately we started working with WPT, we try to bring poker into China, launching social casino product and all that in China. We made it very successful. We utilize the WPT strategy in China leveraging the offline experiences we create in China with massive poker tournaments and do online satellites evolving into a much bigger ecosystem and do all these user acquisitions through content and et cetera.

So we became extremely successful. And then we went IPO a few years later in 2014, we went public in Hong Kong. So at the end, we like WPT so much, so we bought them for $35 million a few years ago. So, the team here, as you can see other than myself, Adam will stay, he has been running WPT for a long time. David Moon, this gentleman over there, he will be our CEO, he knows online platform very well. He has been working with one of the largest internet company in Korea and we bought Ourgame together actually back in 2004. So this is a very solid team. We have run on our platform, we have done contents, we have gone through the whole ecosystems of how to create an offline experiences evolving into massive online participation.

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<<Kenneth DeCubellis, Chairman and Chief Executive Officer>>

Okay. So let’s take a step back over the next two slides. We’ll look at some of the macro trends in the Esports industry. You can see on the left hand side of the page here, the viewership numbers are growing through 2021 at about 14% CAGR. I’ll highlight a couple of specific numbers. 2017 was 335 million viewers, okay. Those are global numbers. I’ll put that into perspective in a bit, but you can see the growth rate is over 550 million by 2021. And the revenue is growing at an even faster clip, that’s all from sponsorship, advertisement and media rights deals.

So remember that number 335 million, that’s the red diamond on the right hand side of this chart, okay. Compare that to the viewership from the sports leagues that we know and love in the U.S. MLB, NBA, NFL and NHL. And you can see that number is bigger than any of those four. Now you can make the argument, well, the NFL is not a true global sport. It doesn’t matter. 335 million is a real big number and it’s growing at double-digit rates going forward.

What’s lagging is the ability of this emerging industry up until this point to monetize that viewership. It’s currently at about $2 per capita, we look at that as the opportunity. So just to catch up with the NBA, that gap is $33 per capita. You do the math, that’s an $11 billion opportunity. And that’s before you grow the viewership up to 550 million by 2021. This is quickly becoming a close to $20 billion opportunity, okay.

So from our perspective now, again, I want to take the WPT example here, three legs to this strategy and let’s see how they all work together. So Adam and his team run 65 live poker tournaments around the globe every year, okay. The viewership is probably a few hundred maybe a thousand depending on the venue. You then multiply the viewership by producing content off that, that’s the WPT television show that everyone can see mostly on the regional FOX Sports network here in the U.S., okay.

Everyone assumes that that’s where all the money is made on WPT. When you watch that though, what you will see in here are advertisements and mentions for ClubWPT or now the partnership with Zynga. Why is that? Because the viewership is being converted to the third pillar, the online platform, okay.

So you start with the viewers and the in-person experience. You multiply that up to tens of millions around the world and then you convert some of that to the online platform. 65% of WPT’s revenue comes from that third pillar today, okay. We’re going to apply that with the expertise that’s been developed in poker to a much bigger opportunity here in Esports going forward. So let’s walk through each three. Actually, let’s show the video, quickly here.

<<Frank Ng, Co-Chief Executive Officer, Ourgame International Holdings Ltd.>>

So a little show – reel that we have developed to showcase what we’ve done so far in Esports.

[Video Presentation]

<<Kenneth DeCubellis, Chairman and Chief Executive Officer>>

Okay, so it starts with the live in person experiences. So the company launched its new flagship arena at the Luxor in March of last year. So it’s now a year old in partnership with MGM. So the company spent $20 million to build that out, okay. If you look at it, if anyone’s been to the Luxor recently, that logo is permanent wrapped on the exterior. It is without question the most visible icon on the Strip in Las Vegas, which is really saying something.

If you’re flying into Vegas airport from the east, you look out the right side of the airplane, it’s the first thing you see; that poor Sphinx in the front, you don’t even notice it anymore. What speaks to the visibility of that? It’s magic. Is that the wrap has changed recently, we’re now – you’ll see the logo for HyperX on the top. HyperX acquired the naming rights for the flagship and the mobile arenas, pays the company $2 million per year, okay. That speaks to the visibility.

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Let’s talk about what this arena is, okay. It is predominantly meant for these live in person experiences, okay. What you can do is pull stadium seating out of the wall and fit anywhere from 800 to a 1,000 folks there. Stage 50 foot led screen and you can produce content off of it as well.

So when you go, if anyone comes to the arena, let us know. We’ll give you a tour. It’s very important that you see the back rooms here. It’s a live television broadcast ready content producing engine that’s here it feels like you’re at CNN, right? However, the arena is flexible, so when we don’t have a live event, the stadium seating is pushed into the wall and you walk in, there was 80 to 100 high-end PC gaming stations spread throughout the facilities. Consumers can come in, rent the games or PCs by the hour, play their favorite game. We have two bars in the facility, there’s food and beverage and we sell merchandise as well, okay. So it’s very flexible.

This is not a multi-use facility like Madison Square Garden. You walk in here, you’re not thinking about anything, but video games and Esports from that perspective. That’s very important, because we’re building that brand here with this flagship. And secondly, this content capability is critical. If you think about some of the other companies out there today that are adding computers to their facilities to try to attract as 35 and under demographic, they can’t host a live event like this, let alone produce the content. So it all starts here with the flagship arena. Again, you all should come 30,000 square feet, it’s a beautiful arena.

So, now I’ll move forward here quickly. This one, you guys all got to check it out tonight. It’s the mobile arena. When you’re walking down to the concert, just look off to the left and stop by, you can play Street Fighter there, if you want, it’s actually a lot of fun. What is the purpose of this mobile arena? It allows us and our partners’ flexibility. This can go anywhere a partner wants to put on an event, okay. So they can do this without actually having a building arena first.

Last year we had six NASCAR stops. It was a block from the Super Bowl a couple of months ago. It’s a great little arena. And then we have the affiliate program. This is very important for us. How does the affiliate program work? Typically a partner will come to us. They pay the capital to build out the arena. The company gets $100,000 up front and then a rev share starting in year two. You look at the economics on that and you’re like, what’s the point? The point is it allows the company that cash that net globally very quickly to build out that global property network without spending a dime of capital.

The result is this. If you look at the Global Property Network today, everything in Black exists. There’s a first mover advantage here. You have the flagship arena at the Luxor. The black circles are the affiliate arenas; two in California, five in China, then the mobile arena, you see the one in the U.S. there’s another one in Europe. There was a small production facility in Homburg, Germany as well.

So today, 11 arenas, properties around the world. With a capital from the SPAC trust account here’s where we go. A second flagship in Europe starting in the middle of 2020 likely Berlin or Amsterdam, we will announce that location after we closed the merger. And then in the middle of 2021 we’re going to start up a third flagship arena, either Osaka or Seoul, South Korea. You can see what we do with the trucks in affiliate arenas as well. By 2022 we’re approaching 40 properties in the network globally. That’s that first mover advantage.

Let’s talk about the moat around this, the barrier to entry. Nothing speaks to this better than Latin America, okay. Thanks to Adam Pliska who’s been talking to TV Azteca and Grupo Salinas about bringing the WPT to Mexico City, we announced a week ago that partnership and also the expansion of it into Esports, okay. So, we’re going to be working with TV Azteca who is the second largest Spanish language television company in the world. Grupo Salinas owns banks, they own TV stations, they own professional soccer team. If they wanted to do Esports on their own, all they have to do is hire a team. Instead what they said to us was we need to do it with you, okay.

So everything we’re going to do with Grupo Salinas in Latin America starting in Mexico City and then going on down is completely additive to all the revenue economics that we have in our model today, okay. That is a very powerful statement about the brand he has built in the expertise.

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<<Frank Ng, Co-Chief Executive Officer, Ourgame International Holdings Ltd.>>

I think there’s one very important thing is the position in that we have. We not only just like most other Esports company, I’d tell you a logo on my T-shirt, most people do that today; in the market, there are a lot of them. But we are building an ecosystem, a platform to let Esports run on it. So, I would tell Grupo Salinas, I will help you to build your Esports business. And they’re excited, because I’m not going there to them for their money. Instead I’m helping them to build this business, so that they can sell it to their sponsors, so they love it. And that’s what we do. We want to add this very early stage of the Esports business, built an ecosystem for it. That’s what we do.

<<Kenneth DeCubellis, Chairman and Chief Executive Officer>>

And for content?

<<Frank Ng, Co-Chief Executive Officer, Ourgame International Holdings Ltd.>>

Oh sure, I mean, that’s – the next slide content. We did a pilot event, immediately after we launched the arena last year with Ninja. This is a gentleman that we actually did the event with him. I think at the very beginning, when we talked to him, he probably had about 5 million, 6 million followers. and normally, his viewership, what’s about 150,000 concurrent users, viewers on his Twitch day to day.

But that night, we created a new format; we make him the center, the hero of that night with many, many others streamers surrounding him. And at the end, that night, we created a show that had 680,000 concurrent users, four times plus of his normal traffic viewership. And we created history, that night he became king. as of today, even he can’t beat that record and it is still the record on Twitch, okay.

<<Kenneth DeCubellis, Chairman and Chief Executive Officer>>

And so this is pillar two. This is the content piece. So, the vision is this. By 2022, we have three flagship arenas up and running. We will host two live events per flagship per month. So that’s 80 in a year. This month in Las Vegas at the Luxor, there’s already two events, okay, and our model is to do one per month. So last Thursday, frank and his team worked with Ubisoft, who just launched the Tom Clancy’s The Division 2, to have an in-house program called Day One. That’s IP of the company now.

So, you can think about this. There’s a lot of press out there about apex legends in its launch, where the publisher paid millions of dollars to streamers to go play the event, the new game to get all the eyeballs on that, okay. I can tell you there are journalists, who want to write bad articles about that. going forward, all the publishers have to do for their launch is due a Day One launch party with frank and the team, number one. Number two, on Sunday is PlayTime with KittyPlays. Who is KittyPlays? She is one of the biggest streamers, female streamers on Twitch right now.

So, we signed her up starting on the 24th to do an event per month for the next five to six months. It’s going to be more of a talk show. So, she’s going to have another headline or come with her on every show. The first one, the second headliner is TSM Myth, he’s number six from a viewership perspective on Twitch, okay. So, you can imagine when this is live streamed the viewers that are going to be watching this, now with that 35 and under demographic, consumer products want to put their name behind that. That’s what we’re targeting with the viewers here.

Not only that, there’s a lot of crossover. Some folks that think this is not – there is nothing to do with traditional sports. What I would add to you is, when you watch this program you’ll see Baker Mayfield, the quarterback of the Cleveland Browns, a Heisman trophy winner, he’s already sat down with Kitty and did an interview. They’re playing Fortnite, my favorite team. The Red Sox, David Price, that’s all he does when they’re on the road. I guess it’s better than going out drinking. He missed a few starts last year, because he had carpal tunnel. That’s the power of this going forward, okay. I should talk about center and I think.

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<<Frank Ng, Co-Chief Executive Officer, Ourgame International Holdings Ltd.>>

it will open up. So that’s the last pillar and the most powerful pillar is to create online services, because that is highly scalable and extremely profitable once you have to scale. And as I said, we learned from WPT running events, creating compelling content, proprietary content, creating humongous amount of eyeballs, not just sales and sponsoring. Yes, we do that, not just selling the content to distribution platform, but in the meantime there are hours and hours of programs that we create on a consistent basis with all these facilities around the world. I can use a lot of unsold inventory within the program to cross-out the online services that we’re creating. And at the end, we want to create a negative cost of acquisition scenario and that’s what we have with WPT.

I want to apply that again in Esports in a much larger fashion. And CENTER, basically it’s a matching services, whereby you at the end of the day will have a chance to play with your favorite streamer through some kind of satellite tournaments just like poker, I can play 4 o’clock satellite, 5,000 people, at the end of the day 100 people will be able to play with your favorite streamer, maybe Ninja, that night with them and you kill them you got $100. That’s the experience we want to create, it’s not in the market today, but it takes a lot of knowhow to do matching services, massive online satellites and all that and that was something we will be launching next year.

<<Kenneth DeCubellis, Chairman and Chief Executive Officer>>

And just to add a little more color to that. So Ninja is very popular. We met with an investor last week whose kid had a chance to play directly with them and he said he called it a life-changing experience. I had to think about it, I guess maybe to be like catch – playing catch with Tom Brady, okay. But that’s what this matching platform can do.

So we’re an enabler to all the games to all the streamers. We get them in our network and the Ninja or whomever that we’re using that day, we’ll do a call to action on Twitch and say please log-on to CENTER at 6 o’clock for a chance to play me directly. That’s the value proposition to the subscribers, okay, who wants to do that. So taking the interaction that’s on Twitch today and just raising it up another level.

So we’ll just go through quickly here some of the numbers, and again this is all online here. And stop by the truck, we want to open this up to Q&A. We can get into more detail. You can see here we’re starting with roughly $20 million of revenue last year. WPT is in this for multiple reasons.

The first and foremost is we love that business model and we want to apply it to Esports, but Adam and his team know how to do this. They know how to put on a live event, they know how to distribute and sell content around the world, they know how to run online platforms. When you marry that to David Moon and Frank’s expertise on the online business is the Holy Grail. So going forward you can see the ramp up. These are by the three pillars here with the top being the online or interactive services. The middle piece being the content piece and the last bar at the bottom is that live in person experiences; we can call that brick and mortar.

You can see here EBITDA is growing as well. This is a very high margin business because we’re not just trying to rely on the consumer to pay $10 an hour to rent out the PCs. Okay, so by 2020 you can see close to $23 million of revenue. I will point out here that including growth CapEx, we flipped to cash flow positive by the middle of next year as well.

And starting this year, as soon as we make the announcement over the next three or so years; we’re going to put $100 million of capital to work. The majority of that is the flagship, $20 million – the new flagship in Europe. In Asia-Pacific, we’re going to build some new trucks as well, there’s content production equipment, $10 million for the launch of the new online platform. Questions for us? Yes.

Q&A

<Q>: [Question Inaudible]

<A – Kenneth DeCubellis>: We can’t answer that, but I can tell you, you can imagine the discussions we’re having with Grupo Salinas and that sort of relationship we have other discussions underway in virtually every geography around the world. Gaming is not regional, okay. There are gamers everywhere in the world.

6

<Q>: [Question Inaudible]

<A – Frank Ng>: Good question.

<A – Kenneth DeCubellis>: Right now Black Ridge Acquisition Corp. is on NASDAQ trading under the ticker BRAC. So this is a quasi IPO. The difference here is if you like the story, you can buy Black Ridge Acquisition Corp. stock today, but we’re not going to close the merger, we’re targeting end of April. At that point, the ticker will change to AESE and the name will change to Allied Esports Entertainment. Yes.

<Q>: [Question Inaudible].

<A – Kenneth DeCubellis>: Yes. So the IPO of the SPAC included warrants and rights. So those are all trading as well, BRACW for the warrants, BRACR for the rights.

<Q>: [Question Inaudible].

<A – Frank Ng>: There are a lot of people doing Esports [ph] today, but their focus is building teams and leagues and we don’t want to do that. We want to be agnostic.

<Q>: [Question Inaudible]

<A – Kenneth DeCubellis>: We want to be…

<A – Frank Ng>: We work with everybody.

<A – Kenneth DeCubellis>: Yes. We want to be game and team agnostic because you just don’t know the window of popularity of these games is compressed. And so, you run the risk of that team’s viability in a certain game dropping when the popularity drops. We want to enable all the publishers, all the teams to create this entertainment platform. Yes.

<Q>: [Question Inaudible]

<A – Kenneth DeCubellis>: Charity events?

<A – Frank Ng>: We have been doing. In Vegas, we just did one with the female streamer. So forth, the women’s groups were doing some activities there right now. Yes, we’re.

<Q>: [Question Inaudible]

<A – Frank Ng>: We’re still in an early stage. I still have the focus on making more money. But in the meantime, if I can do some of those, I don’t mind to do that. And if they approach us and we would love to support them.

<A – Kenneth DeCubellis>: Yes.

<Q>: [Question Inaudible]

<A – Frank Ng>: Ken, maybe you can talk about the numbers of Ninja?

<A – Kenneth DeCubellis>: But so, you mean to my – so when you host a live event, it’s all about making sure we have a credible streamer or streamers who already have a significant following on Twitch and we allow them to broadcast on their Twitch channel live, okay.

<Q>: [Question Inaudible]

<A – Frank Ng>: Correct, right.

7

<A – Kenneth DeCubellis>: Well, we don’t want to do exactly what these other leagues are doing right now, okay. What we want to do is build the monetization engine off of the three pillars. So you have that live in person experience, you then produce content off of that. Right now on the live stream, when Ninja or whoever’s live streaming from their basement, they may say a bad word. So the ability for consumer products to go behind that is limited.

We pre-packed or post produce that, repackage it and then distribute it, which gets to those viewership numbers up, okay, and then convert to the online business. It’s really the three working together.

<Q>: [Question Inaudible]

<A – Kenneth DeCubellis>: So Disney is an obvious company that could replicate this. If they were to try to get in and do exactly the same thing, they’re probably 18 months behind. So once we close the merger, we’re going to go further down the road. But I think we’re more of a takeout candidate at that point if we continue to execute and hit our business milestones. Do we have to do this offline or…

<<Frank Ng, Co-Chief Executive Officer, Ourgame International Holdings Ltd.>>

I think, yeah.

<<Kenneth DeCubellis, Chairman and Chief Executive Officer>>

We love the…

<<Frank Ng, Co-Chief Executive Officer, Ourgame International Holdings Ltd.>>

We will be at the truck.

<<Kenneth DeCubellis, Chairman and Chief Executive Officer>>

No, we will be right here.

<<Frank Ng, Co-Chief Executive Officer, Ourgame International Holdings Ltd.>>

Yes.

<<Kenneth DeCubellis, Chairman and Chief Executive Officer>>

We can answer the questions.

<<Frank Ng, Co-Chief Executive Officer, Ourgame International Holdings Ltd.>>

Sorry about that.

8

EX-99.2

Exhibit 99.2

© 2019 ALLIED ESPORTS ENTERTAINMENT, INC. Allied Esports Entertainment ROTH Conference March 2019

PAGE 1 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. Disclaimer Neither Black Ridge Acquisition Corp. (“Black Ridge”), AEI/WPT LLC (“AEI/WPT”) nor any of their respective affiliates makes a ny representation or warranty as to the accuracy or completeness of the information contained in this presentation. The sole purpose of the presentation is to assist persons in deciding whether the y w ish to proceed with a further review of the proposed transaction discussed herein and is not intended to be all - inclusive or to contain all the information that a person may desire in considering the proposed t ransaction discussed herein. It is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. This presentation shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions. This presentation shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Macquarie Capital (USA) Inc. (“Macquarie”) has been engaged to assist Black Ridge in connection with its proposed business co mbi nation, for which it will receive a fee. EarlyBirdCapital, Inc. (“EBC”), the sole book - running managing underwriter of Black Ridge’s initial public offering consummated in October 2017, has also been engaged to assist Black Ridge in connection with the transaction, for which it will receive a fee. Black Ridge and its directors and executive officers and Macquarie and EBC may be deemed to be participants in the solicitati on of proxies for the special meeting of Black Ridge shareholders to be held to approve the proposed business combination (“meeting”). Shareholders of Black Ridge and other interested persons are advised to read, when available, Black Ridge’s preliminary proxy statement and definitive proxy statement in connection with Black Ridge’s solicitation of proxies for the meeting because these documents will contain im portant information. Such persons can also read Black Ridge’s final prospectus, dated October 4, 2017, for a description of the security holdings of Black Ridge’s officers and directors and of their respec tiv e interests as security holders in the successful consummation of the proposed business combination. The definitive proxy statement will be mailed to shareholders of Black Ridge as of a record date to be es tablished for voting on the proposed business combination. Shareholders will also be able to obtain a copy of such document, without charge, by directing a request to: Black Ridge Acquisition Corp., c/o Bla ck Ridge Oil & Gas, Inc., 110 North 5th Street, Suite 410, Minneapolis, MN 55403. These documents, once available, and Black Ridge’s IPO final prospectus can also be obtained, without charge, at the securiti es and exchange commission's internet site (http://www.sec.gov). This presentation includes “forward - looking statements.” Black Ridge’s and AEI/WPT’s actual results may differ from its expectat ions, 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,” “forecas t,” “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, Black Ridge’s and AEI/WPT’s expectations with respect to future performance and anticipated financial impacts of the proposed transaction, the satisfaction of the clo sin g conditions to the proposed transaction, and the timing of the completion of the proposed transaction. These forward - looking statements involve significant risks and uncertainties that could cause the actual results to differ mater ially from the expected results. Most of these factors are outside Black Ridge’s and AEI/WPT’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) the outcome of any legal proceedings against AEI/WPT or Black Ridge; (2) the inability to complete the business combination, including due to failure to obtain approval of the shareholders of Black Ridge or other co ndi tions to closing; (3) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulator reviews required to complete the business combinatio n; (4) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transaction described therein and herein; (6) the ability to recognize t he anticipated benefits of the business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relations hip s with suppliers and obtain adequate supply of products and retain its key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; (9) the pos sib ility that the combined company may be adversely affected by other economic, business, and/or competitive factors; and (10) other risks and uncertainties to be indicated from time to time in Black Ridge ’s filings with the Securities and Exchange Commission. Black Ridge cautions that the foregoing list of factors is not exclusive. Black Ridge cautions readers not to place undue rel ian ce upon any forward - looking statements, which speak only as of the date made. Black Ridge does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any fo rwa rd - looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Some of AEI/WPT’s financial information and data contained herein is unaudited and does not conform to SEC regulation S - X. Furth ermore, it includes certain financial information (EBITDA) not derived in accordance with United States Generally Accepted Accounting Principles (“GAAP”). Accordingly, such information and data will be adjusted and presented differently in Black Ridge’s proxy statement to solicit shareholder approval of the proposed transaction. Black Ridge and AEI/WPT believe that the presentation of non - GAAP measurement s provides information that is useful to investors as it indicates more clearly the ability of AEI/WPT to meet capital expenditures and working capital requirements and otherwise meet its obligation as the y b ecome due. However, this should not be construed to replace GAAP figures.

PAGE 2 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. • Premier public esports company • Traded on NASDAQ exchange • Requisite capital to execute on multiple avenues for growth, including: — Building additional esports arenas and trucks to host tournaments and top influencers — Signing sponsors and publishing esports - related content — Developing an online platform where a subscriber community can coalesce around their favorite shows and interact with performers • Success in content production and distribution can be applied to esports, creating an integrated online / offline ecosystem to fuel growth • Up to $ 142 million cash contribution from Black Ridge Acquisition Corp. Trust • Traded on NASDAQ exchange • Robust track record of growing businesses in the public and private sectors Situation Overview + = Combination creates a premier public esports company with a market leading business and the requisite capital to execute on a compelling growth strategy • Ourgame International Holdings Ltd. (“Ourgame”) is a leading public developer of online card and board games, an organizer and broadcaster of online - to - offline tournaments and an esports tournament and venue operator listed in Hong Kong • Ourgame will contribute two of its market leading global esports and entertainment assets, Allied Esports International, Inc. (“Allied Esports” or “AES”) and WPT Enterprises, Inc. (“World Poker Tour” or “WPT”), consisting of: — Captivating in - person experiences anchored in an iconic global property network — Multichannel content platform driven by premier events — Integrated interactive services delivering branded esports entertainment • Experienced management team with a track record of operating success in esports and in growing businesses in emerging industries Global Esports Entertainment Assets .

PAGE 3 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. Transaction presents a unique esports opportunity for investors (1) $50 million in contingent consideration, payable based on achieving a share price of at least $13.00 for 30 consecutive c ale ndar days within five years of transaction close. Investment Thesis Large and Rapidly Growing Addressable Market • 2.2 billion gamers globally • Esports viewership growing at 13.6% CAGR through 2021E Strategic Value to SPAC Transaction • Lyle Berman and SPAC team bring decades of gaming and public company experience • SPAC trust capital and NASDAQ listing will accelerate first mover advantage with global reach from property network • 100% equity roll - over from AES and WPT shareholders, with significant deferred shares in earn - out (1) Compelling S trategy Creates Long Lasting Platform with Barriers to Entry • In - Person Experiences, Multi - Platform Content and Interactive Services (online platform) drive consumers into Company ecosystem • High incremental margin results in EBITDA of $22.9 million in 2020E; FCF positive by mid - 2020E including growth capital expenditures • Brand is synonymous with esports , creating a barrier to entry around Company platform • Strategy and proof points from 17 years of experience with WPT, but in a larger, faster growth market Attractive Valuation and Conservative Capital Structure • 9.3x 2020E EBITDA; 3.2x 2021E EBITDA • Zero debt on balance sheet at close with sufficient capital to scale business up to $310 million in revenue by 2022E • New online platform, CENTER, is launching in 2020E, providing significant upside to current valuation In - Person Experiences Multi - Platform Content Interactive Services

PAGE 4 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. Pro Forma Capitalization Cash $98.7 Debt -- Net Debt ($98.7) Market Capitalization (7) 312.4 Enterprise Value $213.8 EV / 2020E EBITDA 9.3x EV / 2021E EBITDA 3.2x (US$ and shares in millions) Estimated Sources Cash from BRAC Trust (3) $142.2 BRAC Equity Issued to Sellers (4) 118.0 Total Sources $260.2 Estimated Uses Purchase Price of Equity $118.0 Net Debt Repayment (5) 32.5 Cash to Balance Sheet (3) 98.7 Estimated Fees and Expenses (6) 11.0 Total Uses $260.2 (1) Payable based on achieving a share price of at least $13.00 for 30 consecutive calendar days within five years of transac tio n close. (2) Additional consideration includes 3.8 million warrants with identical terms to existing BRAC warrants. (3) Assumes no redemption of public shares, based on $ 142.2 million of pre - transaction cash estimated in BRAC Trust at time of transaction close. (4) Comprised of 11.6 million common shares valued at $10.17 per share. (5) Comprised of $ 35.0 million repayment of assumed debt and $2.5 million of assumed AES cash. (6) Comprised of a $2.0 million advisory fee, $ 8.3 million capital markets fee and $0.7 million in legal and miscellaneous expenses. (7) Based on share price of $10.17. Transaction Overview • Black Ridge Acquisition Corp. (“BRAC”) has entered into an agreement with Ourgame to acquire 100% of the equity of AES and WPT in exchange for common stock of BRAC and create Allied Esports Entertainment (“AESE” or the “Company”) • Combined company to continue to be listed on NASDAQ Capital Market (NASDAQ : AESE) • Estimated transaction close in Q1 2019 Valuation and Consideration • Transaction reflects a purchase price of ~$151 million for Allied Esports Entertainment, plus an additional $50 million in contingent share consideration (1) — AES existing shareholders will receive 11.6 million BRAC shares as consideration, valued at $10.17 per share (2) — AESE will be purchased on a debt free basis Transaction Overview

PAGE 5 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. AESE Board and Management Team Board of Directors (1) Management Team Lyle Berman AESE: Chairman BRAC: Director • Sits on the Board of Golden Entertainment (NASDAQ:GDEN) • Formerly Chairman and CEO of Lakes Entertainment prior to its 2015 merger with Golden Entertainment Eric Yang AESE: Vice - Chairman Ourgame: Co - Chief Executive Officer, Chairman • Joined Ourgame in 2011 • Formerly Partner at IBM • Holds an EMBA from the Cheung Kong Graduate School of Business Frank Ng AESE: Chief Executive Officer Ourgame: Co - Chief Executive Officer • Joined Ourgame in 2004, founded Allied Esports in 2015 • Formerly Chief Commercial Officer, PCCW Skyhorse; founder & CEO, Show8 Group Ken DeCubellis AESE: Chief Financial Officer BRAC: Chief Executive Officer, Chairman • Took BRAC public in October 2017 • CEO of Black Ridge Oil & Gas (OTC:ANFC), various management roles at Exxon Mobil • Holds an MBA from the Kellogg School of Management at Northwestern University Adam Pliska World Poker Tour: Chief Executive Officer, President • Joined WPT in 2003 • Holds a JD from the University of California, Berkeley Jud Hannigan Allied Esport s : Chief Executive Officer • Joined Ourgame in 2015; Co - Founder of Allied Esports • CEO of Allied Esports since February 2017 David Moon Ourgame: President • Joined Ourgame in 2018 to lead Global Business • Formerly VP, Disney Interactive; co - founder & CEO, StudioEx; Head of Corp. Dev., NHN BRAC Ourgame (1) Board will be comprised of 11 directors.

PAGE 6 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. Esports revenue and viewership growth outpace the broader gaming and entertainment markets, led by brand investment through sponsorship, advertising and media rights deals Source: Company filings and press releases, Mergermarket, Newzoo, Statista and Wall Street research. (1) Revenue from sponsorship, advertising and media rights. (2) Revenue from merchandising, tickets and game publisher fees. Global Esports Viewership Global Esports Revenue Esports is the Next Global Sports Industry… (US$ millions) (millions) 230 350 468 694 1,385 95 143 187 212 265 $325 $493 $655 $906 $1,650 2015A 2016A 2017A 2018E 2021E Brand Investment Revenue Other Revenue (2) (1) 120 121 143 165 250 115 160 192 215 307 235 281 335 380 557 2015A 2016A 2017A 2018E 2021E Enthusiasts Occasional Viewers

PAGE 7 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. $88 $69 $52 $35 $2 114 65 270 231 335 -- 50 100 150 200 250 300 350 400 $ -- $20 $40 $60 $80 $100 $120 MLB NHL NFL NBA Esports Global Viewership (millions) Per Capita Revenue ($) Per Capita Revenue Global Viewership As viewership eclipses many traditional sports, monetization has lagged; significant per capita revenue upside remains to be realized as the ecosystem matures • AESE’s global property network expected to offer opportunity for commercialization and improved monetization Source: CBS, ESPN, Forbes, Marketwatch, Nielsen, Newzoo. Esports Momentum vs. Mainstream Sports (2017A Global Viewership and Per Capita Revenue) … With Viewership Already Rivaling Major Established Sports Leagues Per capita revenue upside: $33+ Esports Industry

PAGE 8 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. In - Person Experiences • Live events • Global property network • Event affiliates Allied Esports Entertainment A Complete Esports Entertainment Platform Interactive Services • Direct - to - consumer online tournament platform • Subscription offering Multiplatform Content • Traditional media • Live streaming • Social channels A global leader in Esports Entertainment through integrated participant programming • In - person experiences across our affiliate network create a foundation for programmatic entertainment with real media value • Multiplatform content formats and distribution channels ensure native reach and coverage of the esports community • Interactive services extend participation online, integrating experiences across all of the touchpoints in our ecosystem

PAGE 9 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. Allied Esports Entertainment Introduction In - Person Experiences Interactive Services Multiplatform Content 1 2 3

PAGE 10 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. Esports Arena Las Vegas, located at Luxor Hotel & Casino, opened in March 2018 as the first dedicated esports arena on the Strip and is the Company’s flagship venue In - Person Experiences Flagship – Esports Arena Las Vegas 1 Retro Gaming Lounge Private Luxury VIP Lounge Owner’s Box Entrance Main Area Floor Broadcast Center & Production Arena Amenities Significance of Flagship • Flagship arena provides a venue for marquee esports events and championship tournaments , and more broadly acts as a production and distribution center for esports content • Premier venue for brand investment and in - bound partnerships, establishing the brand as a global mecca for the gaming community • Build cost per flagship arena of $20 million, with three expected globally by 2022E Premier Events

PAGE 11 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. Allied Esports’ flagship property is state - of - the - art and provides fans a more intimate and interactive experience compared to other arena formats Primary Sport(s) N/A Esports Basketball / Hockey Primary Team(s) None None Max Capacity 500 (1) 1,500 20,789 Plug and Play Esports Live Event - x - Plug and Play Streaming - x - Fan Interaction (Play) x x - Open Daily - x - Community Authenticity - x - Recent Esports Event Brawlhalla World Championship 2018 Ninja Vegas ‘18 League of Legends World Championships Semifinals ‘16 In - Person Experiences Purpose - Built Esports Arena 1 (1) Reflects estimated capacity for Brawlhalla esports event, though venue does have capability of hosting events with capaci ty up to 3,600.

PAGE 12 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. In - Person Experiences Affiliates and Mobile Arenas 1 Affiliate centers and mobile arenas operate as a network under the AESE brand umbrella, bringing unique capability to deliver and broadcast live event programming to every community Mobile Arenas Description • A mobile esports arena is a seamlessly integrated 18 - wheeler truck with: — A live event and tournament hosting platform, and — A TV production and broadcast studio • Mobility makes the mobile arenas an ideal asset for corporate sponsors to reach a large audience in multiple locations at an economical cost Select Customers / Sponsors Affiliates Description • Existing affiliate arenas in Beijing, Gui’an, Hangzhou, Shenzhen , Tianjin, Oakland and Santa Ana — Australia affiliate partner to be announced in December 2018 Select AESE Affiliates Select WPT Affiliates / Partners Two Mobile Arenas Currently, Growing to Eight by 2022E Seven Esports Affiliates Currently, Growing to 26 by 2022E Allied Esports SEG Arena Esports Arena Oakland

PAGE 13 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. In - Person Experiences Global Reach 1 Strategic build - out of additional flagship arenas, continued roll - out of mobile arenas and expansion of affiliate network will expand AESE’s footprint and brands Note: Reflective of 2022E global property network. Future flagship arena locations are preliminary and affiliate arena locati ons are for illustrative purposes. (1) Includes WPT Main Tour, Deepstacks, 500 and Alpha 8 events. (2) Includes The Garage production studio in Hamburg, Germany. North America: 35+ WPT Affiliate Events Europe: 10+ WPT Affiliate Events ROW: 5+ WPT Affiliate Events South America; 3+WPT Affiliate Events Flagship Arenas Affiliate Arenas Mobile Arenas Existing Future WPT Affiliates (1) Q2 2020E Future Global Expansion – Total Count 2018A/E 2019E 2020E 2021E 2022E Flagship Arenas 1 1 2 3 3 Affiliate Arenas 7 9 14 20 26 Mobile Arenas 2 3 4 6 8 Facilities with Production Capabilities (2) 4 5 7 10 12 Q2 2021E

PAGE 14 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. Multiplatform Content Overview 2 AESE generates content for 24/7 consumption, including digital live stream, broadcast and cable, and social media short form content Live Streams Broadcast Shows Social Videos

PAGE 15 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. Multiplatform Content Content Generation and Distribution 2 AESE’s content has a built - in audience for ratable monetization, allowing navigation of the full distribution landscape • AESE retains optionality in monetization of content via direct distribution and sponsorship, use of a third - party distributor, or various hybrid solutions • AESE’s capabilities in multiplatform content distribution are well - suited towards the increasingly non - traditional consumption patterns of esports enthusiasts • AESE can generate content via live streamed, post - produced or repackaged formats — Simultaneous use of formats allows for incremental monetization of content • Content generation draws significant audiences from the multi - million strong fan bases of top streamers and gamers — Inbound viewers introduced into the AESE content ecosystem • Premier events will be anchored in AESE’s iconic global property network — Delivered in partnership with top talent (i.e., streamers and personalities) — Targeted content generated to serve emergent esports communities Offline Experiences Enable Compelling Content Creation Multi - format Content Drives Inbound Viewership Optionality in Distribution and Monetization Live Post - Produced Repackaged In - Person Experiences Distributors Partners Sponsors Targeted content drives penetration in a coveted younger demographic and can be optimized to serve distinct or overlapping segments which comprise emergent esports communities

PAGE 16 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. CENTER is a subscription - based online platform where esports fans watch, play and win with top esports streamers 3 Interactive Services Watch, Play & Win User Acquisition Strategy Leverage first two pillars Streamer affiliate program Tournament and Entertainment Platform Alpha: Q1 - Q3 2019 Beta: Q4 2019 Commercial Launch: Q1 2020 Monthly Subscription Service $6.95 - $9.95 / month (base) Value Proposition to Fans and Gamers Exclusive esports entertainment content Prizes for broad participation & tournaments Exclusive CENTER Membership benefits

PAGE 17 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. AESE leverages scalable interactive services to deliver branded participant entertainment in the form of integrated programming, combining in - person, viewing and interactive experiences to reach fans and communities globally 3 Interactive Services Online Platform for Participant Programming In - Person Experiences Multiplatform Content Interactive Services Integrated Participant Programming Interactive Services – Representative KPIs (1) (1) Unless otherwise noted, metrics represent 2022E average / total. (2) Represents 2022E year - end subscriber base, net of anticipated churn. Includes subscriber conversion of content - driven viewer s, and incremental subscriber conversion resulting from marketing spend. $6.95 – $9.95 / month subscriber fee 3 flagships / 8 mobile arenas / 26 affiliates 80 events / 240 episodes 63 million views 1.6 million subscribers (2)

PAGE 18 © 2019 ALLIED ESPORTS ENTERTAINMENT, INC. ($29.3) ($43.0) ($14.9) $38.2 $102.2 2018E 2019E 2020E 2021E 2022E 30.3 50.4 67.5 22.0 37.5 57.7 55.6 120.5 184.8 $19.9 $35.1 $107.9 $208.4 $310.0 2018E 2019E 2020E 2021E 2022E In - Person Experiences Multiplatform Content Interactive Services ($9.4) ($10.4) $22.9 $66.9 $107.9 2018E 2019E 2020E 2021E 2022E $19.9 $32.6 $37.7 $28.7 $5.7 2018E 2019E 2020E 2021E 2022E Significant revenue and EBITDA ramp expected into 2022E, with positive operating cash flow from Q1 2020E and positive free cash flow (including growth capex) from Q2 2020E EBITDA Capital Expenditures EBITDA – Capital Expenditures Revenue Financial Overview % Growth 49% 76% 208% 93% 49%