UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

(Amendment No. ___)

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Preliminary Information Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

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Definitive Information Statement

BRIGHT MOUNTAIN ACQUISITION CORPORATION

(Name of Registrant As Specified in Charter)

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6400 Congress Avenue

Suite 2050

Boca Raton, Florida  33487

Telephone:  561-998-2440

WE ARE NOT ASKING YOU FOR A PROXY AND

YOU ARE REQUESTED NOT TO SEND US A PROXY

To our common shareholders:

We are furnishing this notice and the accompanying information statement to the holders of shares of common stock, $.01 par value per share, of Bright Mountain Acquisition Corporation, a Florida corporation, for informational purposes only pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder.

The purpose of this information statement is to notify our common shareholders that on October 26, 2015, the holders of 20,482,909 shares of our common stock, representing 58.2% of the outstanding shares of our common stock, executed a written consent in lieu of a special meeting of shareholders, to be effective on December 7, 2015 (the "Majority Shareholder Consent"), approving Articles of Amendment (the "Amendment") to our Amended and Restated Articles of Incorporation changing the name of our company to Bright Mountain Media, Inc. (the "Name Change").

PLEASE NOTE THAT THIS IS NOT A NOTICE OF A MEETING OF SHAREHOLDERS AND NO SHAREHOLDERS MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN.

Important Notice Regarding the Availability of Proxy Materials:  This information statement is available free of charge on our website www.bmaq.com.  

INFORMATION STATEMENT

TABLE OF CONTENTS

Exhibit A

Form of Articles of Amendment to our Amended and Restated Articles of Incorporation

FORWARD-LOOKING STATEMENTS

This information statement contains “forward-looking statements.” These statements are based on our current expectations and involve risks and uncertainties which may cause results to differ materially from those set forth in the statements. The forward-looking statements may include statements regarding actions to be taken in the future. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Forward-looking statements should be evaluated together with the many uncertainties that affect our business, particularly those set forth in the section on forward-looking statements and in the risk factors in Item 1.A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, as amended, as filed with the Securities and Exchange Commission and our subsequent filings with the Securities and Exchange Commission (the "SEC").

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6400 Congress Avenue

Suite 2050

Boca Raton, Florida 33487

Telephone:  561-998-2440

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)

OF THE SECURITIES EXCHANGE ACT OF 1934

GENERAL INFORMATION

This information statement is being mailed on or about October 27, 2015 to the holders of record at the close of business on October 26, 2015 (the "Record Date") of shares of the common stock of Bright Mountain Acquisition Corporation, a Florida corporation, in connection with the adoption of the Amendment for the Name Change by the Majority Shareholder Consent.  

Members of our board of directors who collectively own 58.2% of our outstanding common stock, which represent our only class of voting securities, have executed the Majority Shareholder Consent approving the Amendment.  The elimination of the need for a special meeting of shareholders to approve this action is made possible by Section 607.0704 of the Florida Business Corporation Act which provides that any action to be taken at an annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if the action is taken by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted.  The number of common shares held by our board of directors on the Record Date were sufficient to approve the Amendment.  The board of directors does not intend to solicit any proxies or consents from any other shareholders in connection with this action.

This information statement is being distributed pursuant to the requirements of Section 14(c) of the Exchange Act to our shareholders of record on the Record Date. This information statement is being mailed on or about October 27, 2015 to shareholders of record on the Record Date who did not execute the Majority Shareholder Consent.  This information statement also constitutes notice under Section 607.0704 of the Florida Business Corporation Act that the corporate actions were taken by the written consent of the majority shareholders.

The entire cost of furnishing this information statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this information statement to the beneficial owners of our common stock held of record by them, and will reimburse such persons for their reasonable charges and expenses in connection therewith.

THE AMENDMENT

On October 13, 2015 our board of directors approved a Name Change of our company to “Bright Mountain Media, Inc.” and recommended that our shareholders approve this name change.  Our Board believed that the new name will better reflect our business and operations.  By the Majority Shareholder Consent, on October 26, 2015 the majority shareholders approved the Name Change.  To effect the Name Change, we will file Articles of Amendment to our Amended and Restated Articles of Incorporation with the Secretary of State of Florida, a copy of which is included as Exhibit A to this information statement.  We expect that the effective date of these Articles of Amendment will be on or about December 7, 2015 which is 40 days after this information statement is first mailed to our shareholders who did not execute the Majority Shareholder Consent.  

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Because our common stock is currently quoted on the OTCQB Tier of the OTC Markets, the Name Change will also require processing by the Financial Industry Regulatory Authority, Inc., or FINRA, pursuant to Rule 10b-17 of the Securities Exchange Act of 1934, as amended, in order for this action to be recognized in the market for trading purposes.  We expect to receive FINRA’s clearance prior to the effective date.  Our common stock will be quoted on the OTC Markets under our new name immediately following the effective date.  We will file a Current Report on Form 8-K with the SEC disclosing the effective date of the Name Change, as well as our new trading symbol and CUSIP number, prior to such effective date.

Following the Name Change, the share certificates in bearing the current name and CUSIP number will continue to be valid.  In the future, new share certificates will be issued reflecting the new name and new CUSIP number in due course as old certificates are tendered for exchange or transfer, but this in no way will effect the validity of your current share certificates.  We request that shareholders do not send in any of their stock certificates at this time.

PRINCIPAL SHAREHOLDERS

At October 26, 2015, we had 35,400,059 shares of our common stock outstanding which is our only class of voting securities. The following table sets forth information regarding the beneficial ownership of our common stock as of October 26, 2015 by:

Unless otherwise indicated, the business address of each person listed is in care of 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.

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The number of shares beneficially owned by Mr. Speyer includes:

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500,000 shares of our common stock underlying our 10% Series A convertible preferred stock; and

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800,000 shares of our common stock underlying our 10% Series C convertible preferred stock.

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The number of shares beneficially owned by Mr. Lichtman includes 100,000 shares of our common stock underlying our 10% Series A convertible preferred stock.  Securities reflected as beneficially owned by Mr. Lichtman are held as joint tenants with his spouse.

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The number of shares beneficially owned by Dr. Pohlman excludes options to purchase 40,000 shares of our common stock at an exercise price of $0.75 per share which have not yet vested.

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The number of shares beneficially owned by Mr. Handwerker includes:

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4,982,000 shares held jointly with his wife;

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218,905 shares held individually,

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950,000 shares of our common stock underlying our 10% Series A convertible preferred stock;

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1,000,000 shares of our common stock underlying our 10% Series B convertible preferred stock;

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500,000 shares of our common stock underlying our 10% Series C convertible preferred stock; and

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500,000 shares of our common stock underlying our 10% Series D convertible preferred stock.

Mr. Handwerker’s address is 4399 Pine Tree Drive, Boynton Beach, FL 33436.

DISSENTER'S RIGHTS

Under Florida law there are no dissenter's rights available to our shareholders in connection with the Amendment.

SHAREHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy and information statements with respect to two or more shareholders sharing the same address by delivering a single proxy or information statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for shareholders and cost savings for companies. We and some brokers household proxy materials, delivering a single proxy or information statement to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker or us that they are or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy or information statement, or if you currently receive multiple proxy or information statements and would prefer to participate in householding, please notify your broker if your shares are held in a brokerage account or us if you hold registered shares. You can notify us by sending a written request to Bright Mountain Acquisition Corporation, 6400 Congress Avenue, Suite 2050, Boca Raton, Florida 33487 or by faxing a communication to (561) 998-2660.

WHERE YOU CAN FIND MORE INFORMATION

We file annual and special reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:

Public Reference Room Office

100 F Street, N.E.

Room 1580

Washington, D.C. 20549

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.

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Exhibit A

ARTICLES OF AMENDMENT TO

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

BRIGHT MOUNTAIN ACQUISITION CORPORATION

Pursuant to Section 607.1006 of the Florida Business Corporation Act of the State of Florida (the “FBCA”), the undersigned Chief Executive Officer of Bright Mountain Acquisition Corporation (the "Corporation"), a corporation organized and existing under and by virtue of the laws of the State of Florida and bearing Document Number P10000050881, does hereby certify:

FIRST:

The Board of Directors approved the following amendment to the Corporation’s Amended and Restated Articles of Incorporation by a unanimous written consent on October 13, 2015 pursuant to Section 607.0821 of the FBCA, and recommended that the Corporation’s shareholders approve such amendment.

SECOND:

The holders of a majority of the Corporation’s issued and outstanding common stock, representing its sole class of voting securities, approved the following amendment to the Corporation’s Amended and Restated Articles of Incorporation by written consent on October 26, 2015 pursuant to Section 607.0704 of the FBCA.  The number of votes cast by the majority shareholders was sufficient for approval.  

THIRD:

Article I of the Corporation's Amended and Restated Articles of Incorporation is hereby deleted in its entirety and replaced with the following:

ARTICLE I

NAME

The name of the Corporation is Bright Mountain Media, Inc.

FOURTH:

The effective date of these Articles of Amendment shall be December 7, 2015.

IN WITNESS WHEREOF, the undersigned duly authorized officer has executed these Articles of Amendment as of October 27, 2015.

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