SecProbe.io

Mail Stop 4628
June 15, 2017

Kenneth DeCubellis
Chief Executive Officer
Black Ridge Oil & Gas, Inc.
110 North 5th Street, Suite 410,
Minneapolis, Minnesota 55403

Re:  Black Ridge Oil & Gas, Inc.
 Registration Statement on Form S -1
 Filed May 23, 2017
 File No. 333 -218191

Dear Mr. DeCubellis:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments .

General

1. We note the recent restructuring arrangement with your subordinated lender, the
termination of the management services agreement and the sale of your remaining stake
in the newly created entity in connection with the sale of such assets to a third party.  As
a result of this series of transactions, it appears that you now only hold cash assets and
possess no meaningful operations.  In view of the foregoing, it seems that your current
business, as well as your plan for the offering proceeds in this transaction, may be
commensurate in scope with the uncertainty ordinarily associated with a blank check
company.  Accordingly, please revise your disclosure throughout your registration
statement to comply with Rule 419 of Regulation C or supplemental ly provide a detailed
explanation as to why Rule 419 does not apply to this offering.  Additionally, if you
believe that you do not fall within the definition of a blank check company, as defined in
Rule 4 19(a)(2) of Regulation C, appropriate disclosure sh ould be included to demonstrate

Kenneth DeCubellis
Black Ridge Oil & Gas, Inc.
June 15, 2017
Page 2

 your status as a non -blank check company, including a more detailed discussion
pertaining to the SPAC entity you plan to establish.

2. The scope of the formation activities you plan to undertake in connection with the
formati on of a SPAC entity is unclear from your current disclosure.  You reference, in
multiple locations, the “sponsorship of a special purpose acquisition company (SPAC).”
It is unclear how the relationship between you and the SPAC would be structured.  More
specifically, it is unclear how you plan to pursue organizing activities, including the
holding of founder shares in newly created entity, in a manner that will permit you to
maintain an exemption from registration under the Investment Company Act of 1940.
Please expand your disclosure to address these issues.

3. You indicate in several locations that the SPAC, if formed, will seek “a target business in
the energy industry.”   Clarify what actions you would take if you are unable to locate a
target in the  energy industry.

4. Please confirm that the rights offering will be open for at least 20 days.

Recent Developments, page 10

5. In the DEF14C filed on May 30, 2016 , you indicated that you would continue to “own
equity interests in BRHC which will be 95% owned by Chambers indirectly through the
Chambers Affiliates. The Company will provide management and consulting services to
BRHC pursuant to the Management Services Agreement and will continue to provide
management and consulting services to Merced Black Ridge, LLC.”  Address why you
subsequently decided not to pursue that plan.

The Company may become subject to the requirements  of the Investment Company Act of
1940…, page 17

6. You indicate that the Investment Company Act “excludes from this definition any person
substantially all of whose business consists of owning or holding oil, gas or other mineral
royalties or leases or fractional interests therein, or certific ates of interest or participation
relating to such mineral royalties or leases.”   Address the impact should the SPAC
choose to merge with or otherwise acquire a business or assets not covered by the
exclusion you cite.

The Standby Purchase Agreement, pag e 27

7. Identify the backstop purchasers.  Also, file the executed Standby Purchase Agreement as
an exhibit.  We note that you filed the form of agreement with the Form 8 -K on May 30,
2017.

8. In that regard, we note that Exhibit 99.1 to that Form 8 -K referenc es this registration
statement and provides information about the Black Ridge Rights Offering and contains a

Kenneth DeCubellis
Black Ridge Oil & Gas, Inc.
June 15, 2017
Page 3

 SPAC Primer.  Please advise as to the consideration that you gave to the requirements of
Rule 425 with regards to these materials.  We note that th e Form 8 -K was not “tagged”
on EDGAR as a 425 filing and the box regarding Rule 425 on the cover of the Form 8 -K
was not checked.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwith standing any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.     .

Please contact Jerard Gibson, Staff Attorney, at (202) 551 -3473 or, in his absence, me at
(202) 551 -3745 with any questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Jill R. Radloff
Bryan J. Pitko
Stinson Leonard Street LLP