April 29, 2019

Division of Corporation Finance

Office of Transportation and Leisure

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of Black Ridge Acquisition Corp. (the “Company”), we respond as follows to the Staff’s comment letter, dated March 14, 2019, relating to the above-captioned Preliminary Proxy Statement on Schedule 14A (“Proxy Statement”). Captions and page references herein correspond to those set forth in amended filing of the Proxy Statement, a copy of which has been marked with the changes from the original draft submission.

Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

Preliminary Proxy Statement

Questions and Answers About the Proposals, page 3

We have revised the Proxy Statement as requested.

Securities and Exchange Commission

April 29, 2019

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Risk Factors, page 26

We have revised the disclosure in the Proxy Statement to include the above-referenced risk factor as requested.

Background of the Transactions, page 52

We are supplementally providing the Staff with the presentation prepared by the Company’s financial advisor as requested.

We have revised the disclosure in the “Background of the Transactions” section of the Proxy Statement as requested.

As previously indicated in the “Background of the Transactions” section of the Proxy Statement, on July 8, 2018, Jud Hannigan, the CEO of Allied Esports, emailed Lyle Berman, Chairman of the Company, a draft term sheet for the proposed transaction. We have revised this statement in the Proxy Statement to indicate that the term sheet set forth the initial proposed consideration for the transaction. The parties then held a September 10, 2018 meeting in which the Company and Allied Esports jointly negotiated the final terms of the transaction consideration. We have revised the disclosure in the Proxy Statement to indicate the foregoing.

Opinion of Financial Advisor, page 55

We have revised the disclosure in the Proxy Statement to provide the projections as requested.

Securities and Exchange Commission

April 29, 2019

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Summary of Financial Analyses

Comparable Public Company Analysis, page 57

We have revised the disclosure in the Proxy Statement as requested.

Unaudited Pro Forma Condensed Combined Financial Statements, page 74

We have revised the disclosure in the Proxy Statement to add the value of consideration to be issued to the former owners of AEII/WPT as requested. We have also revised the disclosure in the Proxy Statement to include the ownership percentages that the former owners of AEII/WPT and the current owners of the Company will own in the Company’s common stock under the no conversion and maximum conversions scenarios as requested.

With respect to the first part of the Staff’s comment, the bullet point has been eliminated in connection with updating the financial statements. We therefore respectfully believe that this part of the Staff’s comment is no longer applicable. With respect to the second part of the Staff’s comment, the disclosure in the Proxy Statement has been revised to define the terms “Parent” and ‘Ourgame” as referring to the same party in order to avoid further confusion.

We have revised the disclosure in the Proxy Statement as requested.

Securities and Exchange Commission

April 29, 2019

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Notes to Unaudited Pro Forma Financial Statements

Note 1 - Description of Organization and Business Operations, page 79

We have revised the disclosure in Note 1 of the Unaudited Pro Forma Financial Statements to reflect that AEII/WPT will be treated as the acquirer for financial reporting purposes and that the acquisition of AEII/WPT will be accounted for as a reverse merger.

Note 2 - Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2018, page 80

We have revised the note references and captions in the Proxy Statement as requested.

In light of the Staff’s comment, we have revised the disclosure in the Proxy Statement to reclassify the parent’s net equity (formerly net deficit) of the accounting acquirer as additional paid-in capital since the accounting acquirer was not a separate and distinct entity and the presentation of parent’s net equity would be misleading under the circumstances.

As the acquired entity for accounting purposes, the Company’s historical retained earnings is reclassified from retained earnings to additional paid-in capital. Therefore, the amount is listed as an adjustment to both the paid-in capital and the retained earnings. We have revised the notes to clarify this adjustment.

Securities and Exchange Commission

April 29, 2019

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Note 3 - Adjustments and Assumptions to the Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2018, page 81

We have revised the disclosures in Note 3(F) of the Unaudited Pro Forma Financial Statements in the Proxy Statement to clarify how the share amounts were computed and have separately delineated the shares accrued through stock rights. Note 4 related to the year ended December 31, 2017 has been eliminated because the Pro Forma Financial Statements for 2017 are no longer required. Additionally, we have disclosed the computation for arriving at the redemption adjustment to shares as requested.

Noble and AEM Executive Officer Compensation, page 95

We have revised the disclosure in the Proxy Statement to update the information for the fiscal year ended December 31, 2018 as requested.

Other Information Related to BRAC, page 104

We have added the requested risk factor to the Proxy Statement as requested.

Management's Discussion and Analysis, page 118

We have revised the disclosure in the Proxy Statement as requested.

Independent Auditors, page 134

We have modified the disclosure in the Proxy Statement, where appropriate, to define Noble Link Global Limited and its subsidiaries collectively as “World Poker Tour” or “WPT” to avoid unnecessary confusion to a reader as requested. However, we wish to advise the Staff that certain references to Noble must remain in the Proxy Statement as that is the formal entity that executed the merger agreement and has the rights and obligations related thereto.

Securities and Exchange Commission

April 29, 2019

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World Poker Tour and Allied Esports - Unaudited Financial Statements Notes to the Condensed Combined Financial Statements

Note 2 - Significant Accounting Policies Net Income (loss) per share, page F-10

Income attributable to shares subject to redemption is calculated as income from trust assets (interest and unrealized gains or losses less applicable current income tax expense and franchise fee expense) multiplied by a fraction, the numerator of which is the number of shares subject to redemption and the denominator of which is the total number of public shares.

Note 5 – Equity Method Investment, page F-38

The following table summarizes the calculations for measuring the asset impairments and deconsolidation of ESA:

The carrying value of Allied Esports’ investment in ESA, net of minority interest, at the time of deconsolidation was $9,474,283. Management’s preliminary estimate of the fair value of the retained non-controlling investment was $2,035,959, which resulted in the recognition of a $7,438,324 impairment loss. Management, with the assistance of third-party valuation advisor, subsequently determined that this preliminary estimate of the fair value at the time of deconsolidation was reasonable.

Securities and Exchange Commission

April 29, 2019

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Given that Allied Esports’ post deconsolidation 25% interest is non-voting and Allied Esports has no representation within ESA’s board of directors or management team, Allied Esports determined that the ongoing investment should be accounted for on the basis of the cost method, because Allied Esports does not have the ability to exercise significant influence over the operating and financial policies of ESA.

Subsequent to deconsolidation, Allied Esports invested an additional $708,875 in ESA.

As of December 31, 2018, management, with the assistance of a third-party valuation advisor, determined the fair value of its investment in ESA was approximately $500,000. As a result, Allied Esports recorded an additional impairment loss of $2,244,834.

The combined impairment loss at deconsolidation and at December 31, 2018 was $9,683,158.

The footnote disclosure in the Proxy Statement has been revised to comply with ASC 810-10-50-1B as requested.

Allied Esports believes that the deconsolidation of ESA does not meet the definition for discontinued operations pursuant to ASC 205-20-45, which states that a “disposal of a component of an entity... shall be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results.” While the deconsolidation of ESA represented a change in Allied Esports’ plans from building local “community” arenas, to focusing on building larger flagship arenas, like its arena in Las Vegas, Allied Esports does not believe that this represents a “strategic shift” in its esports operations.

Furthermore, Allied Esports does not believe that the deconsolidation of ESA will have a major effect on its operations. The accounting standards codification does not clearly define the term “major effect on the entity’s operations.” However, ASC 205-20-55 includes five examples that are considered to represent a strategic shift resulting in a major effect on the entity’s operations and financial results, and therefore qualify for presentation as a discontinued operation:

During the consolidation period, ESA’s total revenue represented less than 10 percent of the combined revenue of World Poker Tour and Allied Esports and ESA’s total net loss for the same period represents less than 10 percent of Allied Esports’ combined net loss. ESA’s total assets were less than 20 percent of Allied Esports’ combined total assets, both at the date that the company obtained a controlling interest in ESA and at the date of deconsolidation of ESA.

While ASC 205-20 offers no bright line regarding whether the disposal has or will have a “major” effect on an entity’s operations and financial results, the disposal of ESA interest does not appear to meet the criteria described in any of the examples described in ASC 205-20-55.

Based on the above analysis, Allied Esports believes that the reduction in its ESA ownership does not represent a strategic shift that has (or will have) a major effect on its ongoing operations and financial results and is not required to be presented as discontinued operations in Allied Esports’ combined financial statements.

Securities and Exchange Commission

April 29, 2019

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Note 7 – Deferred Production Costs, page F-38

Deferred production costs represent the direct costs incurred to develop and produce World Poker Tour’s proprietary television shows and are separately tracked for each production. These costs primarily consist of labor, equipment, production overhead costs, and travel expenses. Pursuant to ASC 926-20, production costs are capitalized in an amount up to the amount of ultimate revenue expected to be earned from the related production and are stated at the lower of cost, less accumulated amortization expense, or net realizable value. Costs incurred in excess of expected ultimate revenue are expensed as incurred.

Pursuant to ASC 926-20, the amortization period for deferred production costs is based on the expected revenue period for each show production (up to ten years) and such capitalized production costs are amortized over the expected revenue period using a ratio of revenue earned during the period to estimated ultimate revenues for the related production.

Based on World Poker Tour’s revenue projections, 90% of the revenues for each production are realized in the first 3 to 5 years after production, which, depending on the individual production, generally results in a weighted average amortization period of approximately 3 to 4 years.

Unamortized capitalized production costs are evaluated for impairment at each reporting period on a production-by-production basis. If estimated remaining revenue is not sufficient to recover the unamortized capitalized production costs any particular production, the unamortized capitalized production costs will be written down to net realizable value.

Securities and Exchange Commission

April 29, 2019

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Note 9 - Related Parties, page F-39

The $779,000 credit to stock-based compensation expense related to the forfeiture of employee stock options awards that have not vested as of the date of forfeiture. Allied Esports amortizes stock-based compensation awards ratably over the vesting period pursuant to ASC 718-10-25-2, recognizing the cost of the award as the employees provide the related services.

Pursuant to ASC 718-10-35-3, Allied Esports should only recognize expense for option awards that ultimately vest and should reverse the expense taken for unvested option awards in the event of a pre-vesting forfeiture. During the nine months ended September 30, 2018, Allied Esports recorded a credit in the amount of $779,000, which represented the amount expensed during prior periods for unvested stock options which were forfeited during the current period.

In accordance with Question 4 of SAB Topic 1.B, interest charges were not provided for on the intercompany debt because the intercompany debt will not persist on a post-Merger basis, as the intercompany debt will either be forgiven or paid off, prior to or concurrent with the Mergers. The Related Parties footnote has been updated to provide an analysis of the intercompany accounts as well as disclosure of the average balance due to related parties during 2018 and 2017.

Securities and Exchange Commission

April 29, 2019

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World Poker Tour and Allied Esports - Audited Financial Statements Notes to the Combined Financial Statements

Note 1. Background and Basis of Presentation, page F-48

We have updated Note 1 to the financial statements to disclose that Ourgame International Holdings Limited (Parent) owned approximately 100% of Noble Link and approximately 69.3% of Allied Esports as of the earliest date presented in the financial statements. In addition, Note 1 has been updated to disclose that pushdown accounting was applied at the date of acquisition, such that the carrying amounts of the assets and liabilities transferred are equal to the historical cost of the parent.

Note 3 - Significant Accounting Policies

Basis of Presentation and Principles of Combination, page F-49

The World Poker Tour and Allied Esports income statements included within the Proxy Statement contain all operating expenses directly and clearly attributable to each entity, on a specific identification basis. World Poker Tour and Allied Esports currently operate as separate businesses and each have their own stand-alone administrative functions. There are no common administrative functions at the Parent level that require allocation to the entities.

We have expanded the disclosures in Note 3 – Basis of Presentation and Principles of Combination to make it clear that all Parent expenses incurred on behalf of World Poker Tour and Allied Esports are recorded on the books of each entity using specific identification.

Securities and Exchange Commission

April 29, 2019

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As it relates to related party transactions, Allied Esports’ management believes that expenses incurred between related parties would not be materially different than if World Poker Tour and Allied Esports were unaffiliated entities.

As it relates to financing costs, please see the response to Comment 25 above related to imputed interest expense on intercompany debt and the disclosures that were added to the Related Party footnote.

Each of World Poker Tour and Allied Esports files its own tax returns and is not included within the Parent’s consolidated tax return. The historical financial statements of World Poker Tour and Allied Esports contain tax provisions calculated on a separate return basis.

Note 8 - Segment Data, page F-61

The segment footnote in the financial statements has been revised as requested.

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Securities and Exchange Commission

April 29, 2019

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If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.