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 5, 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 8.01 Other Events


On October 5, 2017, Black Ridge Oil & Gas, Inc. (the “Company”) issued a press release in which it announced the pricing of its sponsored special purpose acquisition company, Black Ridge Acquisition Corp. (NASDAQ:BRACU) (“BRAC”), initial public offering (IPO). The Company is using a portion of the proceeds of its rights offering completed on September 26, 2017 to purchase 400,000 units (or up to 445,000 units if the underwriters exercise their option to purchase units to cover over-allotments) at $10.00 per unit to fulfill its sponsorship commitment. The Company previously purchased 3,450,000 shares (of which 450,000 could be subject to forfeiture if the underwriters’ over-allotment is not exercised in full) of BRAC’s common stock for $25,000.


BRAC priced its IPO of 12,000,000 units at $10.00 per unit on October 4, 2017. The units are listed on the NASDAQ Capital Market (“NASDAQ”) and trade under the symbol “BRACU.” Each unit consists of one share of BRAC’s common stock, one warrant to purchase one share of BRAC’s common stock at a price of $11.50 per share, and one right to receive one-tenth of one share of BRAC’s common stock only upon the consummation of an initial business combination by BRAC. Once the securities comprising the units begin separate trading, the common stock, warrants and rights are expected to be listed on NASDAQ under the symbols “BRAC,” “BRACW,” and “BRACR,” respectively.


The underwriters have been granted a 45-day option to purchase up to an additional 1,800,000 units offered by BRAC to cover over-allotments, if any.


The offering is expected to close on October 10, 2017 subject to customary closing conditions. EarlyBirdCapital, Inc., acted as sole book-running manager and Chardan and I-Bankers Securities acted as co-managers of the offering.



Item 9.01. Financial Statements and Exhibits.


(d)       Exhibits.


The exhibits furnished with this report are listed in the Exhibit Index which immediately follows the signatures hereto, which Exhibit Index is incorporated herein by reference.





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    















Exhibit No. Description
99.1 Press Release, dated October 5, 2017