16. BRAC's Proposed Business Combination	3 Months Ended
Mar. 31, 2019
Business Combinations [Abstract]
BRAC's Proposed Business Combination	Note 16 – BRAC’s Proposed Business Combination Business Combination Agreement On December 19, 2018, BRAC entered into the Business Combination Agreement by and among BRAC, Black Ridge Merger Sub, Corp., a Delaware corporation and wholly-owned subsidiary of BRAC formed on December 19, 2018 (“Merger Sub”), Allied Esports, Ourgame, Noble, and Primo. Subject to the Agreement, (i) Noble will merge with and into Allied Esports (the “Redomestication Merger”) with Allied Esports being the surviving entity in such merger and (ii) immediately after the Redomestication Merger, Merger Sub will merge with and into Allied Esports with Allied Esports being the surviving entity of such merger (the “Transaction Merger” and together with the Redomestication Merger, the “Mergers”). The Mergers will result in BRAC acquiring two of Ourgame’s global esports and entertainment assets, Allied Esports and WPT. Allied Esports is a premier esports entertainment company with a global network of dedicated esports properties and content production facilities. WPT is the creator of the World Poker Tour® (WPT®) – the premier name in internationally televised gaming and entertainment with brand presence in land-based tournaments, television, online and mobile. The proposed transaction will seek to strategically combine the globally recognized Allied Esports brand with the three-pronged business model of the iconic World Poker Tour, featuring in-person experiences, multiplatform content and interactive services, to leverage the high-growth opportunities in the global esports industry. Upon consummation of the Mergers (the “Closing”), BRAC will issue to the former owners of Allied Esports and WPT (i) an aggregate of 11,602,754 shares of common stock, par value $0.0001 per share, of BRAC’s common stock and (ii) an aggregate of 3,800,003 warrants to purchase shares of common stock of BRAC. BRAC will also pay Ourgame $35,000,000 to satisfy certain obligations owed to it by Allied Esports assumed in the transaction. In addition to the consideration described above, the former owners of Allied Esports and WPT will be entitled to receive their pro rata portion of an aggregate of an additional 3,846,153 shares of BRAC’s common stock if the last sales price of BRAC’s common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for thirty (30) consecutive days at any time during the five (5) year period commencing on the date of the Closing (the “Closing Date”). Proposed Changes to the Capital Structure BRAC is seeking shareholder approval to amend its charter to increase the authorized shares of BRAC’s common stock to 65,000,000 shares. Conditions to Consummation of the Business Combination Consummation of the transactions contemplated by the Agreement is subject to certain closing conditions including, among others, (i) approval by the stockholders of BRAC and Ourgame, and (ii) that BRAC have available cash in an amount not less than $80,000,000 after payment to stockholders who elect to redeem their shares of common stock in accordance with the provisions of BRAC’s Charter Documents. Termination The Agreement may be terminated at any time prior to the consummation of the Agreement (whether or not the approval of BRAC’s shareholders has been obtained) by mutual written consent of the Company and Ourgame and Noble and in certain other limited circumstances, including if the Proposed Business Combination has not been consummated by July, 10, 2019.

16. BRAC's Proposed Business Combination

3 Months Ended

Mar. 31, 2019

Note 16 – BRAC’s Proposed Business Combination

Business Combination Agreement

On December 19, 2018, BRAC entered into the Business Combination Agreement by and among BRAC, Black Ridge Merger Sub, Corp., a Delaware corporation and wholly-owned subsidiary of BRAC formed on December 19, 2018 (“Merger Sub”), Allied Esports, Ourgame, Noble, and Primo.

Subject to the Agreement, (i) Noble will merge with and into Allied Esports (the “Redomestication Merger”) with Allied Esports being the surviving entity in such merger and (ii) immediately after the Redomestication Merger, Merger Sub will merge with and into Allied Esports with Allied Esports being the surviving entity of such merger (the “Transaction Merger” and together with the Redomestication Merger, the “Mergers”).

The Mergers will result in BRAC acquiring two of Ourgame’s global esports and entertainment assets, Allied Esports and WPT. Allied Esports is a premier esports entertainment company with a global network of dedicated esports properties and content production facilities. WPT is the creator of the World Poker Tour® (WPT®) – the premier name in internationally televised gaming and entertainment with brand presence in land-based tournaments, television, online and mobile. The proposed transaction will seek to strategically combine the globally recognized Allied Esports brand with the three-pronged business model of the iconic World Poker Tour, featuring in-person experiences, multiplatform content and interactive services, to leverage the high-growth opportunities in the global esports industry.

Upon consummation of the Mergers (the “Closing”), BRAC will issue to the former owners of Allied Esports and WPT (i) an aggregate of 11,602,754 shares of common stock, par value $0.0001 per share, of BRAC’s common stock and (ii) an aggregate of 3,800,003 warrants to purchase shares of common stock of BRAC. BRAC will also pay Ourgame $35,000,000 to satisfy certain obligations owed to it by Allied Esports assumed in the transaction.

In addition to the consideration described above, the former owners of Allied Esports and WPT will be entitled to receive their pro rata portion of an aggregate of an additional 3,846,153 shares of BRAC’s common stock if the last sales price of BRAC’s common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for thirty (30) consecutive days at any time during the five (5) year period commencing on the date of the Closing (the “Closing Date”).

Proposed Changes to the Capital Structure

BRAC is seeking shareholder approval to amend its charter to increase the authorized shares of BRAC’s common stock to 65,000,000 shares.

Conditions to Consummation of the Business Combination

Consummation of the transactions contemplated by the Agreement is subject to certain closing conditions including, among others, (i) approval by the stockholders of BRAC and Ourgame, and (ii) that BRAC have available cash in an amount not less than $80,000,000 after payment to stockholders who elect to redeem their shares of common stock in accordance with the provisions of BRAC’s Charter Documents.

Termination

The Agreement may be terminated at any time prior to the consummation of the Agreement (whether or not the approval of BRAC’s shareholders has been obtained) by mutual written consent of the Company and Ourgame and Noble and in certain other limited circumstances, including if the Proposed Business Combination has not been consummated by July, 10, 2019.