SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

DeCubellis Kenneth

(Last)

(First)

(Middle)

110 NORTH 5TH STREET, SUITE 410

(Street)

MINNEAPOLIS

55403

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/04/2017

3. Issuer Name and Ticker or Trading Symbol
Black Ridge Acquisition Corp. [ BRAC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,450,000⁽¹⁾	I	By Black Ridge Oil & Gas, Inc.⁽²⁾
Common Stock⁽³⁾	400,000	I	By Black Ridge Oil & Gas, Inc.⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Right to Receive Common Stock⁽³⁾	⁽⁴⁾	⁽⁵⁾	Common Stock	40,000	⁽⁴⁾	I	By Black Ridge Oil & Gas, Inc.⁽²⁾
Warrant⁽³⁾	⁽⁶⁾	⁽⁷⁾	Common Stock	400,000	$11.5	I	By Black Ridge Oil & Gas, Inc.⁽²⁾

1. Name and Address of Reporting Person^*

DeCubellis Kenneth

(Last)

(First)

(Middle)

110 NORTH 5TH STREET, SUITE 410

(Street)

MINNEAPOLIS

55403

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Black Ridge Oil & Gas, Inc.

(Last)

(First)

(Middle)

110 NORTH 5TH STREET, SUITE 410

(Street)

MINNEAPOLIS

55403

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. Each warrant will expire five years after the completion of the Issuer's initial business combination.

Remarks:

	/s/ Ken DeCubellis	10/04/2017
	/s/ Ken DeCubellis, Chairman and CEO	10/04/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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