Washington, DC  20549




Current Report


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  October 3, 2017



(Exact name of registrant as specified in its charter)


Nevada   000-53952   27-2345075

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


110 North 5th Street, Suite 410

Minneapolis, MN 55403

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code:   (952) 426-1241


(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:


o Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 o


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. o











Item 1.01. Entry into a Material Definitive Agreement.


Black Ridge Oil & Gas, Inc. (the “Company”), Chambers Energy Capital II, LP and CEC II TE, LLC (collectively, the “Chambers Group”) as the members of Black Ridge Holding Company, LLC (“BRHC”) agreed to dissolve and wind up BRHC and filed a Certificate of Cancellation under the Delaware Limited Liability Company Act as of October 3, 2017. As part of the dissolution of BRHC, the Company received a distribution of 1,173.1 preferred units of a private LLC (“Preferred Units’). On October 2, 2017 the Company entered into an agreement with the Chambers Group where the Company subsequently transferred and assigned the Preferred Units to the Chambers Group in exchange for cash consideration in an aggregate amount of $1,078,393.53.






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.



  By: /s/ James Moe                    
    James Moe
    Chief Financial Officer
Date:  October 5, 2017