0001493152-21-002134.txt : 20210129 0001493152-21-002134.hdr.sgml : 20210129 20210129174301 ACCESSION NUMBER: 0001493152-21-002134 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210119 FILED AS OF DATE: 20210129 DATE AS OF CHANGE: 20210129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Element Partners, LLC CENTRAL INDEX KEY: 0001842782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38226 FILM NUMBER: 21573178 BUSINESS ADDRESS: STREET 1: 950 TOWER LANE, STREET 2: SUITE 1125 CITY: FOSTER CITY STATE: CA ZIP: 94404 BUSINESS PHONE: 408-410-8570 MAIL ADDRESS: STREET 1: 950 TOWER LANE, STREET 2: SUITE 1125 CITY: FOSTER CITY STATE: CA ZIP: 94404 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Allied Esports Entertainment, Inc. CENTRAL INDEX KEY: 0001708341 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 821659427 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 17877 VON KARMAN AVENUE, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: (949) 225-2600 MAIL ADDRESS: STREET 1: 17877 VON KARMAN AVENUE, SUITE 300 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: Black Ridge Acquisition Corp. DATE OF NAME CHANGE: 20170602 3 1 ownership.xml X0206 3 2021-01-19 0 0001708341 Allied Esports Entertainment, Inc. AESE 0001842782 Element Partners, LLC 950 TOWER LANE, SUITE 1125 FOSTER CITY CA 94404 0 0 1 0 Common Stock, par value $0.0001 6843543 I By contract On 1/19/21 AESE and its direct and indirect wholly-owned subsidiaries, Allied Esports Media, Inc. (together with AESE, "Sellers") and Club Services, Inc. ("CSI"), entered into a Stock Purchase Agreement ("SPA") with Reporting Person pursuant to which Sellers agreed to sell 100% of the outstanding capital stock of CSI to Reporting Person ("Transaction"). In connection therewith certain AESE stockholders, including certain of its directors and executive officers, entered into Stockholder Voting Agreements ("SVAs") with Reporting Person representing a cumulative amount of 6,843,543 shares of AESE common stock and pursuant to which they have (a) agreed to vote their shares in favor of approval of the Transaction and against approval or adoption of any alternative transactions, (b) granted to Reporting Person a proxy to vote their shares in favor of approval of the Transaction and (c) agreed not to transfer their shares prior to the expiration of their SVA, subject to limited exceptions. /s/ Daniel Maor, Name: Daniel Maor, Manager 2021-01-29