0001094891-17-000253.txt : 20171004
0001094891-17-000253.hdr.sgml : 20171004
20171004170905
ACCESSION NUMBER: 0001094891-17-000253
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20171004
FILED AS OF DATE: 20171004
DATE AS OF CHANGE: 20171004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DeCubellis Kenneth
CENTRAL INDEX KEY: 0001534148
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38226
FILM NUMBER: 171122406
MAIL ADDRESS:
STREET 1: 10275 WAYZATA BOULEVARD, SUITE 310
CITY: MINNETONKA
STATE: MN
ZIP: 55305
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Black Ridge Oil & Gas, Inc.
CENTRAL INDEX KEY: 0001490161
STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38226
FILM NUMBER: 171122405
BUSINESS ADDRESS:
STREET 1: 110 NORTH 5TH STREET
STREET 2: SUITE 410
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55403
BUSINESS PHONE: 952-426-1241
MAIL ADDRESS:
STREET 1: 110 NORTH 5TH STREET
STREET 2: SUITE 410
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55403
FORMER NAME:
FORMER CONFORMED NAME: ante5, Inc.
DATE OF NAME CHANGE: 20100422
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Black Ridge Acquisition Corp.
CENTRAL INDEX KEY: 0001708341
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 821659427
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: C/O BLACK RIDGE OIL & GAS, INC.
STREET 2: 110 NORTH 5TH STREET, SUITE 410
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55403
BUSINESS PHONE: 952-426-1241
MAIL ADDRESS:
STREET 1: C/O BLACK RIDGE OIL & GAS, INC.
STREET 2: 110 NORTH 5TH STREET, SUITE 410
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55403
3
1
edgar.xml
PRIMARY DOCUMENT
X0206
3
2017-10-04
0
0001708341
Black Ridge Acquisition Corp.
BRAC
0001534148
DeCubellis Kenneth
110 NORTH 5TH STREET, SUITE 410
MINNEAPOLIS
MN
55403
1
1
0
0
Chief Executive Officer
0001490161
Black Ridge Oil & Gas, Inc.
110 NORTH 5TH STREET, SUITE 410
MINNEAPOLIS
MN
55403
0
0
1
0
Common Stock
3450000
I
By Black Ridge Oil & Gas, Inc.
Common Stock
400000
I
By Black Ridge Oil & Gas, Inc.
Right to Receive Common Stock
Common Stock
40000
I
By Black Ridge Oil & Gas, Inc.
Warrant
11.50
Common Stock
400000
I
By Black Ridge Oil & Gas, Inc.
On October 4, 2017, the Issuer effected a stock dividend of 0.2 shares for each share outstanding, resulting in the reporting person receiving an additional 575,000 shares, for an aggregate total ownership of 3,450,000 shares. The 3,450,000 shares includes 450,000 shares of common stock that are subject to forfeiture depending on the extent to which the underwriters in the Issuer's initial public offering do not exercise their over-allotment option.
Mr. DeCubellis, as Chairman and Chief Executive Officer of Black Ridge Oil & Gas, Inc., exercises voting and dispositive power over such shares. Mr. DeCubellis disclaims beneficial ownership of such shares except to the extent of his ultimate pecuniary interest.
Represents securities underlying 400,000 units of the Issuer, which units, prior to the effective date of the registration statement relating to the Issuer's initial public offering, Black Ridge Oil & Gas, Inc. irrevocably committed to purchase. Each unit consists of one share of common stock, one right to receive one-tenth of one share of common stock upon the consummation of the Issuer's initial business combination and one warrant entitling the holder to purchase one share of common stock. The purchase of these units is being made on a private placement basis and will be consummated simultaneously with the consummation of the Issuer's initial public offering.
Each right entitles the holder to receive one-tenth (1/10) of one share of common stock upon consummation of the Issuer's initial business combination.
If the Issuer fails to consummate an initial business combination within twenty-one (21) months from the closing of the Issuer's initial public offering, the Issuer will be dissolved and the rights will expire worthless.
Each warrant will become exercisable on the later of 30 days after the completion of the Issuer's initial business combination or 12 months from the closing of the Issuer's initial public offering.
Each warrant will expire five years after the completion of the Issuer's initial business combination.
/s/ Ken DeCubellis
2017-10-04
/s/ Ken DeCubellis, Chairman and CEO
2017-10-04