SecProbe.io

CORRESP
 1
 filename1.htm

 August 25, 2025

 VIA EDGAR

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jenny O'Shanick

 Re:
 Sow Good Inc.

 Registration Statement on Form S-1

 File No. 333-289718

 Acceleration Request

 Requested Date: August 27, 2025

 Requested Time: 5:00 P.M. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Sow Good Inc. (the " Registrant ") hereby requests that the above-referenced
Registration Statement on Form S-1 (File No. 333-289718) (the " Registration Statement ") be declared effective
at the "Requested Date" and "Requested Time" set forth above, or as soon as practicable thereafter, or at such
later time as the Registrant or its counsel may orally request (the " Registration Statement Acceleration Request ")
via telephone call to the staff (the " Staff ") of the Division of Corporation Finance of the Securities and Exchange
Commission (the " Commission "). The Registrant hereby authorizes Drew Valentine of White & Case LLP (US),
counsel for the Registrant, to make such request on the Registrant's behalf.

 We request that we be notified of the effectiveness
of the Registration Statement to Drew Valentine of White & Case LLP by telephone: (212) 819-8370 or by email: drew.valentine@whitecase.com.
Thank you for your assistance.

 Very truly yours,

 /s/ Claudia Goldfarb

 Claudia Goldfarb

 Chief Executive Officer and Director

 cc:
 Drew Valentine (White & Case LLP)

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 22, 2025

Claudia Goldfarb
Chief Executive Officer
Sow Good Inc.
1440 N Union Bower Rd
Irving, TX 75061

 Re: Sow Good Inc.
 Registration Statement on Form S-1
 Filed August 19, 2025
 File No. 333-289718
Dear Claudia Goldfarb:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Drew M. Valentine
</TEXT>
</DOCUMENT>

CORRESP
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  CORRESP

  NEEDHAM & COMPANY, LLC

  250 Park Avenue

  New York, New York 10177

  November 21, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street

  N.E. Washington, D.C. 20549

  	Attn:       Eranga Dias

  	Re:	Sow Good Inc.

  Registration Statement on Form S-3

  File No. 333-283240

Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Needham & Company, LLC, a sales agent, hereby joins Sow Good Inc., a Delaware corporation, in requesting acceleration of effectiveness of the registration statement on Form S-3 (File No. 333-283240), as amended, to 4:00 p.m. Eastern Time on November 22, 2024, or as soon as practicable thereafter.

  Very truly yours,

  NEEDHAM & COMPANY, LLC

  By: /s/ Matthew Castrovince___________

  Name: Matthew Castrovince

  Title:   Managing Director

  cc:  Ira Goldfarb (Sow Good Inc.)

  	Claudia Goldfarb (Sow Good Inc.)

  	Drew Valentine (DLA Piper LLP (US))

  John J. Slater (Latham & Watkins LLP)

November 20, 2024
Claudia Goldfarb
Chief Executive Officer
Sow Good Inc.
1440 N Union Bower Rd
Irving, TX 75061
Re:Sow Good Inc.
Registration Statement on Form S-3
Filed November 14, 2024
File No. 333-283240
Dear Claudia Goldfarb:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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  CORRESP

  SOW GOOD INC.

  1440 N Union Bower Road

  Irving, TX 75061

  November 20, 2024

  VIA EDGAR

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street

  N.E. Washington, D.C. 20549

  	Attn:                  Eranga Dias

  	Re:	Sow Good Inc.

  Registration Statement on Form S-3

  File No. 333-283240

Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sow Good Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of effectiveness of its registration statement on Form S-3 (File No. 333-283240), as amended, to 4:00 p.m. Eastern Time on November 22, 2024, or as soon as practicable thereafter.

  The Registrant hereby authorizes Drew M. Valentine of DLA Piper LLP (US) to orally modify or withdraw this request for acceleration.

  Please contact Drew M. Valentine of DLA Piper LLP (US) at (512) 457-7019 or drew.valentine@dlapiper.com with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

  Very truly yours,

  SOW GOOD INC.

  By: /s/ Claudia Goldfarb

  Claudia Goldfarb

  Chief Executive Officer

CORRESP
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  CORRESP

  April 29, 2024

  VIA EDGAR

  Division of Corporation Finance

  United States Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

    Attention: Hugh West, Accounting Branch Chief

    Charles Eastman, Senior Staff Accountant

    Sarah Sidwell, Staff Attorney

    Jay Ingram, Staff Attorney

    Re:

    Sow Good Inc.

    Registration Statement on Form S-1

    File No. 333-277042

    Acceleration Request

    Requested Date: May 1, 2024

    Requested Time: 4:30 P.M. Eastern Time

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sow Good Inc. (the “Registrant”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-277042) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above, or as soon as practicable thereafter, or at such later time as the Registrant or its counsel may orally request (the “Registration Statement Acceleration Request”) via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Registrant hereby authorizes Drew Valentine of DLA Piper LLP (US), counsel for the Registrant, to make such request on the Registrant’s behalf.

  We request that we be notified of the effectiveness of the Registration Statement by telephone to Drew Valentine of DLA Piper LLP (US) at 512-457-7019, or in his absence, Jordyn Giannone of DLA Piper LLP (US) at 212-335-4542. Thank you for your assistance.

    Very truly yours,

    /s/ Claudia Goldfarb

    Claudia Goldfarb

    Chief Executive Officer and Director

    cc:

    Ira Goldfarb (Sow Good Inc.)

    Claudia Goldfarb (Sow Good Inc.)

    Drew Valentine (DLA Piper LLP (US))

    Jordyn Giannone (DLA Piper LLP (US))

    John Slater (Latham & Watkins LLP)

CORRESP
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  CORRESP

  April 29, 2024

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

    Re:

    Sow Good Inc.

    Registration Statement on Form S-1

    File No. 333-277042

    Acceleration Request

    Requested Date:

    May 1, 2024

    Requested Time:

    4:30 p.m., New York Time

  Ladies and Gentlemen:

  In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Roth Capital Partners, LLC, as representative of the several underwriters, hereby joins Sow Good Inc. in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-277042) (the “Registration Statement”) to become effective on May 1, 2024, at 4:30 p.m., New York time, or as soon as practicable thereafter.

  Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

  We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

  [Signature Page Follows]

  ||

    Very truly yours,

    ROTH CAPITAL PARTNERS, LLC

    By:

    /s/ Aaron M. Gurewitz

    Name:

    Aaron M. Gurewitz

    Title:

    President & Head of Investment Banking

    cc:

    Ira Goldfarb (Sow Good Inc.)

Claudia Goldfarb (Sow Good Inc.)

Drew Valentine (DLA Piper LLP (US))

John J. Slater (Latham & Watkins LLP)

  [Signature Page to Acceleration Request]

CORRESP
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  CORRESP

  April 29, 2024

  VIA EDGAR

  Division of Corporation Finance

  United States Securities and Exchange Commission

  100 F Street, N.E.

  Washington, D.C. 20549

    Attention: Hugh West, Accounting Branch Chief

    Charles Eastman, Senior Staff Accountant

    Sarah Sidwell, Staff Attorney

    Jay Ingram, Staff Attorney

    Re:

    Sow Good Inc.

    Registration Statement on Form S-1

    File No. 333-277042

    Acceleration Request

    Requested Date: May 1, 2024

    Requested Time: 4:30 P.M. Eastern Time

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, Sow Good Inc. (the “Registrant”) hereby requests that the above-referenced Registration Statement on Form S-1 (File No. 333-277042) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Registrant or its counsel may orally request (the “Registration Statement Acceleration Request”) via telephone call to the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”). The Registrant hereby authorizes Drew Valentine of DLA Piper LLP (US), counsel for the Registrant, to make such request on the Registrant’s behalf.

  We request that we be notified of the effectiveness of the Registration Statement by telephone to Drew Valentine of DLA Piper LLP (US) at 512-457-7019, or in his absence, Jordyn Giannone of DLA Piper LLP (US) at 212-335-4542. Thank you for your assistance.

    Very truly yours,

    /s/ Claudia Goldfarb

    Claudia Goldfarb

    Chief Executive Officer and Director

    cc:

    Ira Goldfarb (Sow Good Inc.)

    Claudia Goldfarb (Sow Good Inc.)

    Drew Valentine (DLA Piper LLP (US))

    Jordyn Giannone (DLA Piper LLP (US))

    John Slater (Latham & Watkins LLP)

CORRESP
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  CORRESP

     DLA Piper LLP (US)

303 Colorado Street, Suite 3000

Austin, TX, 78701

www.dlapiper.com

Drew Valentine

Drew.valentine@us.dlapiper.com

T  (512) 457-7019

  April 25, 2024

  Via Edgar

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street, NE

  Washington, D.C. 20549

  Attention: Charles Eastman

                   Hugh West

                   Sarah Sidwell

                   Jay Ingram

  Re: 	Sow Good Inc.

  	Registration Statement on Form S-1 Amendment No. 2

  	Filed on April 16, 2024

  File No. 333-277042

  Ladies and Gentlemen:

  On behalf of Sow Good Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission the (“SEC”) by comment letter dated April 19, 2024 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-1 Amendment No. 2 (the “Registration Statement”). This letter is being submitted together with Amendment No. 4 (“Amendment No. 4”) to the Registration Statement, and is being provided to supplement our responses in our previous correspondence submitted on April 22, 2024 (the “April 22 Correspondence”) which was submitted along with Amendment No. 3 to the Registration Statement. The bold and numbered paragraphs below correspond to the numbered paragraphs in the Comment Letter.

Division of Corporation Finance

April 25, 2024

Page 2

  Prospectus Summary

  Recent Developments, page 4

  3. We note you issued common stock in a private placement offering ("2024 PIPE") on March 28, 2024 at a price of $7.25 per share. We also note that the closing price of your stock, on the same date, was $10.50. Please explain to us how you determined the fair value of the common stock in the 2024 PIPE (i.e., $7.25). In your response, discuss how you considered your market activity (i.e., stock price, trading volume, etc.) and provide us with the authoritative guidance you used to support your accounting treatment.

  Response: To supplement our previously provided response to this comment, we are attaching hereto as Exhibit A the supplemental information referred to in the first paragraph of our response to this comment in the April 22 Correspondence.

  Dilution, page 40

  5. Please provide to us supplementally your computations of historical net tangible book value (deficit), pro forma net tangible book value, and pro forma as adjusted net tangible book value, as discussed in the paragraphs preceding the dilution table.

  Response: To supplement our previously provided response to this comment, we are attaching hereto as Exhibit B the supplemental information referred to in the first paragraph of our response to this comment in the April 22 Correspondence.

  * * * *

Division of Corporation Finance

April 25, 2024

Page 3

  We and the Company appreciate the Staff’s attention to the review of Amendment No. 4. Please do not hesitate to contact me at (512) 457-7019, or in my absence Jordyn Giannone at (212) 335-4542, if you have any questions regarding this letter or Amendment No. 4.

  Very truly yours,

  DLA Piper LLP (US)

  /s/ Drew Valentine

  Drew Valentine

  Partner

  DLA Piper (US) LLP

  Enclosures

  cc:	Ira Goldfarb (Sow Good Inc.)

  	Claudia Goldfarb (Sow Good Inc.)

  	Jordyn Giannone (DLA Piper LLP (US))

  John J. Slater (Latham & Watkins LLP)

Division of Corporation Finance

April 25, 2024

Page 4

  Exhibit A

    Ticker

    SOWG

    Start

    2/1/2024

    End

    3/28/2024

    3/28/2024

    Date

    SOWG

    Volume

    Daily VWAP

    30 Day VWAP

    2/2/2024

    $ 7.40

    320

    7.1865

    9.21

    2/5/2024

    $ 8.50

    720

    8.6667

    9.21

    2/6/2024

    $ 8.35

    110

    8.35

    9.21

    2/9/2024

    $ 9.70

    400

    9.6333

    9.21

    2/12/2024

    $ 7.55

    910

    7.8221

    9.21

    2/14/2024

    $ 7.50

    10,000

    7.51

    9.21

    2/16/2024

    $7.97

    1,000

    7.56

    9.21

    2/20/2024

    $7.52

    380

    7.095

    9.21

    2/23/2024

    $7.26

    280

    7.25

    9.21

    2/27/2024

    $7.62

    850

    7.35

    9.21

    2/29/2024

    $9.25

    900

    8.5759

    9.21

    3/1/2024

    $9.25

    1,030

    9.25

    9.21

    3/4/2024

    $8.50

    960

    9.27

    9.21

    3/5/2024

    $9.50

    2,420

    10.1028

    9.21

    3/6/2024

    $9.00

    4,400

    7.98

    9.21

    3/7/2024

    $9.00

    100

    9

    9.21

    3/8/2024

    $8.50

    600

    8.5625

    9.21

    3/12/2024

    $8.50

    100

    8.5

    9.21

    3/13/2024

    $8.85

    1,490

    8.49

    9.21

    3/14/2024

    $8.50

    100

    8.5

    9.21

    3/15/2024

    $7.53

    1,500

    7.9064

    9.21

    3/18/2024

    $7.25

    270

    7.25

    9.21

    3/19/2024

    $7.49

    130

    7.49

    9.21

    3/20/2024

    $7.50

    570

    7.49

    9.21

    3/21/2024

    $7.85

    100

    7.85

    9.21

    3/22/2024

    $10.19

    12,550

    8.8097

    9.21

    3/25/2024

    $9.50

    8,520

    9.7061

    9.21

    3/26/2024

    $9.50

    3,300

    9.5

    9.21

    3/27/2024

    $10.05

    7,120

    10.0087

    9.21

Division of Corporation Finance

April 25, 2024

Page 5

    3/28/2024

    $10.50

    23,520

    10.3472

    9.21

    Average Closing Price

    $ 8.52

    Discount to Avg Closing Price

    14.90%

    Discount to 30-day VWAP

    21.28%

    Discount to 3/28 VWAP

    29.93%

Division of Corporation Finance

April 25, 2024

Page 6

  Exhibit B

    Par Value

    0.001

    PIPE

    Amount Received

    $3,738,078.25

    Shares Issued

    515,597

    Warrant Exercise

    Notes Paydown

    Amount Received

    $5,299,122.50

    Principal Paydown

    5,200,362.50

    Shares Issued

    2,186,250

    Accrued Interest Reduction

    98,750.00

    12/31 Debt Discount

    2,102,736.00

    Pro Forma Debt Discount

    1,079,546.00

    PIPE +Warrants Received

    $9,037,200.75

    Debt Discount Reduction

    1,023,190.00

    Dec 31 C&CE

    $2,410,037.00

    PIPE +Dec 31 C&CE

    $6,148,115.25

    Equity Compensation Grants

    Offering+PIPE+DEC 31 C&CE

    $19,222,685.25

    Shares Issued After 12/31

    30,591

    CS Line Item Impact

    $30.59

    Offering Shares

    APIC Impact

    $286,116.61

    Amount

    $15,000,000.00

    Accumulated Deficit Impact

    $286,147.20

    Indicative Price

    22

    Offering Shares

    681,818

    Overallotment

    102,273

    Total Offering w/Shoe

    784,091

    Total PIPE+Warrant  Shares Issued

    2,701,847

    Outstanding 12/31

    6,029,371

    Pro Forma CS Outstanding

    8,761,809

    Restricted Shares

    4,202,404

    As Adjusted CS Outstanding

    9,443,627

    w/PIPE and Warrants

    6,904,251

    Pro Forma CS

     $8,761.81

    As Adjust CS

     $9,443.63

    Dec 31 APIC

    $66,014,415.00

    Pro Forma APIC

    $76,352,160.55

    As Adjusted APIC

    $91,342,716.92

    Acculated Deficit

    (58,739,995)

    Pro Forma Accumulated Deficit

    (60,049,332)

    Pro Forma As Adjusted Accumulated Deficit

    (60,049,332)

    Dec 31 Stokholders Equity

    7,280,449

    Pro Forma Stockholders Equity

     $6,311,590.16

    As Adusted Stockholders Equity

     $31,302,828.35

    Dec 31 LTD (Net of DD)

    $7,622,264.00

    Dec 31 LTD - Notes Reduction (Net of PF DD)

    $3,445,091.50

    Dec 31 Cap

    $14,902,713.00

    Pro Forma Cap

     $19,756,681.66

    As Adjusted Cap

     $34,747,919.85

    Dilution Calculation

    C&CE Pro Forma (PIPE Proceeds)

    $6,148,115.25

    Net Tangible Book Value

    C&CE As Adjusted (PIPE+Offering)

    $19,222,685.25

    Cash and cash equivalents

                             2,410,037

    C&CE As Adj+OverAllotment

    $21,315,185.25

    Inventory

                             4,123,246

    LTD Reduction (Notes)  Pro Forma , Pro Forma As Adjusted

    $5,200,363.00

    Security Deposit

                               346,616

    LTD Reduction (Accrued Interest) Pro Forma, Pro Forma As Adjusted

    $98,750.00

    Construction in Progress

                             1,522,465

    Dec 31 Share Count

    6,029,371

    Property and equipment

                             6,287,422

    Pro Forma Share Count

    8,761,809

    Less Accumulated Depreciation

                              (967,602)

    As Adjusted Share Count

    9,443,627

     Total Assets

                      13,722,184.00

    As Adjusted Share Count w/ Overallotment

    9,545,900

    Reps Warrants Sharecount

    68,182

     Long term debt

                        9,725,000.00

    Re Warrants Cash

    $1,800,000

     AP

                           853,535.00

     Accrued interest

                           860,693.00

     Accrued expense

                           648,947.00

     Current portion of op lease

                           550,941.00

     Operating leases

                        3,671,729.00

     Total Liabilities

                      16,310,845.00

     Net Tangible Book Value

                       (2,588,661.00)

     12/31 per share

                                              (0.43)

    Pro Forma Net Tangible Book Value

    Cash and cash equivalents

                             6,148,115

    Inventory

                             4,123,246

    Security Deposit

                               346,616

    Construction in Progress

                             1,522,465

    Property and equipment

                             6,287,422

    Less accum:

                              (967,602)

     Total assets

                      17,460,262.25

     Long term debt

                        4,524,637.00

     AP

                           853,535.00

     Accrued interest

                           761,943.00

     Accrued expense

                           648,947.00

     Current portion of op lease

                           550,941.00

     Operating leases

                        3,671,729.00

     Total Liabilities

                      11,011,732.00

     Net Tangible Book Value

                        6,448,530.25

     Pro Forma per share

                                                0.74

    Increase vs. GAAP

                                                1.17

    Pro Forma As Adjusted Net Tangible Book Value

    Cash and cash equivalents

                           19,222,685

    Inventory

                             4,123,246

    Security Deposit

                               346,616

    Construction in Progress

                             1,522,465

    Property and equipment

                             6,287,422

    Less accum:

                              (967,602)

     Total Assets

                      30,534,832.25

     Long term debt

                        4,524,637.00

     AP

                           853,535.00

    Assumed Public Offering Price

    22.00

     Accrued interest

                           761,943.00

    Historical net tangible book value (deficit) per share as of December 31, 2023

    (0.43)

     Accrued expense

                           648,947.00

    Pro forma increase in net tangible book value per share as of December 31, 2023

    1.17

     Current portion of op lease

                           550,941.00

    Pro forma net tangible book value per share as of December 31, 2023

    0.74

     Operating leases

                        3,671,729.00

    Increase in pro forma net tangible book value per share attributable to investors in this offering

    1.33

     Total Liabilities

                      11,011,732.00

    Pro forma as adjusted net tangible book value per share after this offering

    2.07

    Dilution in pro forma as adjusted net tangible book value per share to new common stock investors in this offering

    19.93

     Net Tangible Book Value

                      19,523,100.25

     As Adjusted per share

                                                2.07

     Increase vs. Pro Forma

                                                1.33

    $1.00 increase Pro Forma As Adjusted Net Tangible Book Value

    Cash and cash equivalents

                           19,856,776

    Inventory

                             4,123,246

    Security Deposit

                               346,616

    Construction in Progress

                             1,522,465

    Property and equipment

                             6,287,422

    Less accum:

                              (967,602)

     Total Assets

                      31,168,923.16

     Long term debt

                        4,524,637.00

     AP

                           853,535.00

     Accrued interest

                           761,943.00

     Accrued expense

                           648,947.00

     Current portion of op lease

                           550,941.00

     Operating leases

                        3,671,729.00

     Total Liabilities

                      11,011,732.00

     Net Tangible Book Value

                      20,157,191.16

     As Adj per share

                                                2.13

     Vs. PF As Adjusted per share

                                                0.07

     Vs. Share Price

                                              19.87

    Green Shoe increase Pro Forma As Adjusted Net Tangible Book Value

    Cash and cash equivalents

                           21,315,185

    Inventory

                             4,123,246

    Security Deposit

                               346,616

    Construction in Progress

                             1,522,465

    Property and equipment

                             6,287,422

    Less accum:

                              (967,602)

     Total Assets

                      32,627,332.25

     Long term debt

                        4,524,637.00

     AP

                           853,535.00

     Accrued interest

                           761,943.00

     Accrued expense

                           648,947.00

     Current portion of op lease

                           550,941.00

     Operating leases

                        3,671,729.00

     Total Liabilities

                      11,011,732.00

     Net Tangible Book Value

                      21,615,600.25

     As Adj per share

                                                2.26

     Increase vs. Pro Forma

                                                1.53

     vs. share price

                                              19.74

    Representative Warrants Pro Forma As Adjusted Net Tangible Book Value

    Cash and cash equivalents

                           21,022,685

    Inventory

                             4,123,246

    Security Deposit

                               346,616

    Construction in Progress

                             1,522,465

    Property and equipment

                             6,287,422

    Less accum:

                              (967,602)

     Total Assets

                      32,334,832.25

     Long term debt

                        4,524,637.00

     AP

                           853,535.00

     Accrued interest

                           761,943.00

     Accrued expense

                           648,947.00

     Current portion of op lease

                           550,941.00

     Operating leases

                        3,671,729.00

     Total Liabilities

                      11,011,732.00

     Net Tangible Book Value

                      21,323,100.25

     As Adjusted per share

                                                2.24

     Increase vs. Pro Forma

                                                1.51

     Vs. Share Price

CORRESP
1
filename1.htm

  CORRESP

     DLA Piper LLP (US)

303 Colorado Street, Suite 3000

Austin, TX, 78701

www.dlapiper.com

Drew Valentine

Drew.valentine@us.dlapiper.com

T  (512) 457-7019

  April 22, 2024

  Via Edgar

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street, NE

  Washington, D.C. 20549

  Attention: Charles Eastman

                   Hugh West

                   Sarah Sidwell

                   Jay Ingram

  Re: 	Sow Good Inc.

  	Registration Statement on Form S-1 Amendment No. 2

  	Filed on April 16, 2024

  File No. 333-277042

  Ladies and Gentlemen:

  On behalf of Sow Good Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission the (“SEC”) by comment letters dated April 19, 2024 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-1 Amendment No. 2 (the “Registration Statement”). This letter is being submitted together with Amendment No. 3 (“Amendment No. 3”) to the Registration Statement, which has been provided to address various of the Staff’s comments. The bold and numbered paragraphs below correspond to the numbered paragraphs in the Comment Letter and are followed by the Company’s responses.

  Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Amendment No. 3.

Division of Corporation Finance

April 22, 2024

Page 2

  General

  1.Please update disclosure throughout your registration statement regarding the number of outstanding securities to reflect information as of the date of your prospectus. For example, on page 9 you provide the number of outstanding stock as of December 31, 2023 and on page 79 you provide the number of outstanding stock as of April 15, 2024.

  Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly to provide an outstanding share count as of the date of the prospectus, along with a reconciliation from the latest balance sheet date for the benefit of investors in several instances.  Please see our revisions on pages 8, 9, 29, 37, 40, 41, 80 and 81.

  2.We note that your registration statement includes some exhibits have not yet been filed. Please provide all missing information, including exhibits, in your next amendment, or tell us when you intend to do so. Please also confirm your understanding that the staff will need sufficient time to review this information, and we may have additional comments at that time.

  Response: The Company respectfully acknowledges the Staff’s comment and has filed all exhibits and information in Amendment No. 3. The Company acknowledges that the SEC needs sufficient time for review.

  Prospectus Summary

  Recent Developments, page 4

  3.We note you issued common stock in a private placement offering ("2024 PIPE") on March 28, 2024 at a price of $7.25 per share. We also note that the closing price of your stock, on the same date, was $10.50. Please explain to us how you determined the fair value of the common stock in the 2024 PIPE (i.e., $7.25). In your response, discuss how you considered your market activity (i.e., stock price, trading volume, etc.) and provide us with the authoritative guidance you used to support your accounting treatment.

  Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure in Amendment No. 3 accordingly on page 4 to provide more clarity on the 2024 PIPE. In addition, we have provided the Staff with supplemental information showing the trading data for the Company’s common stock traded on the OTCQB market for the 30 days leading up to

Division of Corporation Finance

April 22, 2024

Page 3

  and including that date the definitive documentation for the 2024 PIPE was executed (the “30-Day Measuring Period”).

  As noted in the revised disclosure, the 2024 PIPE was priced at $7.25 and was determined in the course of arms-length negotiations with the Unaffiliated PIPE Investors in the weeks leading up to the date the definitive documentation was executed. The Unaffiliated PIPE Investors purchased 69.2% of the shares issued in the PIPE.  The purpose of the 2024 PIPE was to provide the Company with additional capital needed to continue to expand its manufacturing capacity as the demand for the Company’s products continued to expand beyond the Company’s capacity. The Unaffiliated PIPE Investors and the Company determined the $7.25 price based on (a) trading data during the course of the negotiations, (b) the fact that the 2024 PIPE was going to result in the issuance of restricted shares and thereby the Unaffiliated PIPE Investors would be receiving securities that could not be sold for six months (i.e. a lack of liquidity discount was applied), (c) the uncertainty of the ability of the Company to complete its first public offering as a freeze dried candy company in an unconstructive capital markets environment, (d) the commercial history of the Company having only sold freeze dried candy for approximately one year and only recently profitably, and (e) the nascent stage and uncertainty of the freeze dried candy market generally. All of these concerns led to the determination of the $7.25 price which was a 14.9% discount to the average closing price of the Company’s common stock over the 30-Day Measuring Period and a 21.2% discount to the volume weighted average price (“VWAP”) of the 30-Day Measuring Period. The Company does not believe the price of the 2024 PIPE was off-market for similarly situated PIPEs or unreasonably low, even if the discount to the VWAP on March 28, 2024, the date of the definitive documentation was executed, was 29.9%.

  In terms of the trading data, the Company respectfully refers the Staff to the supplementally provided trading information for the 30-Day Measuring Period.  The Company believes the trading data shows the Company’s common stock during the 30-Day Measuring Period (the time when the negotiations with the Unaffiliated PIPE Investors was taking place) was trading erratically in terms of volume and price, and thereby an unreliable price discovery mechanism. From a volume standpoint, in 19 of the 30 days, fewer than 1000 shares of the Company’s common stock were traded.  In 11 of those 19 days, fewer than 500 shares of the Company’s common stock were traded.  This had the effect of significant volatility on the pricing of the Company’s common stock. For example, on February 9, 2024 a mere 400 shares traded with a closing price of $9.70 and a VWAP of $9.63.  Two trading days later, on February 14, 2024, 10,000 shares (a significant increase in volume) traded with a closing price of $7.50 and a VWAP of $7.51, representing a 22.7% and 22.0% decrease, respectively.  Other examples of erratic trading data can be seen in the 30-Day Measuring Period, for example March 5, 2024, 2,420 shares sold with a VWAP of $10.10, but the next trading day March 6, 2024, the VWAP was $7.98. Again, on March 14, 2024, a mere 100 shares traded with a VWAP of $8.50. The next day on March 14, 2024, 1,500 shares traded with a VWAP of $7.90, and the trading day after, March 18, 2024 a mere 270 shares traded with a VWAP of $7.25 (the price per share of the

Division of Corporation Finance

April 22, 2024

Page 4

  2024 PIPE). The Company does not believe these swings in volume and price during the course of the negotiations surrounding the 2024 PIPE are emblematic of an accurate pricing discovery mechanism that accompanies a more heavily traded, better-known issuer. However, as mentioned above, it was one data point that was used in the negotiations with the Unaffiliated PIPE Investors.

  The Company openly acknowledges the spike in volume and price at the end of the 30-Day Measuring Period, and particularly on March 28, 2024, the date of the consummation of the 2024 PIPE. On the advice of counsel, the Company entered into the definitive documentation with the Unaffiliated PIPE Investors after a number of trading days had passed subsequent to the release of the Company’s Annual Report on Form 10-K, to (a) allow the Unaffiliated PIPE Investors to reevaluate their investment and (b) cleanse the Company and any of the related party purchasers of concerns of conducting a private placement on the basis of material non-public information. However, at this point, the Unaffiliated PIPE Investors were set on a $7.25 price, again based not only on the trading data, but the other concerns listed above (not the least of which is the fact that they were receiving restricted securities).

  As mentioned in the revised disclosure, related parties of the Company purchased 30.8% of the shares sold in the 2024 PIPE.  These related parties purchased with a view to “fill out” the offering after the determination of the price with the Unaffiliated PIPE Investors, and in an effort to provide additional capital knowing that there was significant uncertainty in a successful registered public offering to investors that had never seen the Company as a freeze dried candy business (the predecessor company was an oil and gas focused business). In other words, this offering is more similar to an initial public offering than a traditional follow-on, and the initial public offering market generally has been unconstructive for most issuers since early 2022.  The 2024 PIPE was unanimously approved by the disinterested members of the Company’s board of directors as being in the best interest of the Company and its stockholders.

  The share price of $7.25 for the offering was established by the Company’s Board of Directors and officers authorized by the Board of Directors, who used Level 1 inputs under ASC 820 to determine the then-current VWAP for the 30-Day Measuring Period prior to pricing of the offering, plus a 14.9% discount to the average closing price of the Company’s common stock over the 30-Day Measuring Period and a 21.2% discount to the VWAP of the 30-Day Measuring Period, which was deemed by the authorized officers of the Company to be adequate to offset the risk to the shareholders related to the six month restriction on divesting or transferring the shares,  the risk associated with likelihood of the potential public offering and uplisting, and the other risks related to investing in an early stage freeze dried candy business as discussed above. In terms of accounting treatment for the issuance and sale of the shares in the 2024 PIPE, using the share price of $7.25, and issuing 515,597 shares, the Company will record cash received of $3,738,078.25, Common Stock of $5,156, and Additional Paid-in-Capital of $3,732,844 in the

Division of Corporation Finance

April 22, 2024

Page 5

  second quarter of 2024. Third-party fees associated with the issuance of the shares will be a reduction to Additional Paid-in-Capital.

  4.We note you entered into warrant exercise agreements (the "Warrant Exercise Transaction") on April 15, 2024 where you agreed to amend certain existing promissory notes resulting in a reduction to the principal amounts of debt owed, as well as the issuance of 2,186,250 shares of common stock. Please address the following items.

  •Provide us with a thorough analysis of the Warrant Exercise Transaction and tell us the specific authoritative guidance you used to support your accounting treatment.

  •We refer to the first sentence on page 5 where you disclose "The net result of the Warrant Exercise Transaction...". Expand your disclosure to provide a more granular discussion of the transaction and the impact on each of your financial statements, differentiating the accounting treatment for the debt modification and the warrant modification.

  Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly on pages 4 and 5 of Amendment No. 3 to provide greater clarity on the Warrant Exercise Transaction.  As mentioned in the disclosure, the Warrants were issued between December 2021 and May 2023. For the overwhelming majority of this time period, the Company had not yet pivoted to selling freeze dried candy, which is the only reason the Company is experiencing its recent results. The Warrants were preexisting contractual obligations of the Company with exercise prices varying from $2.21 to $2.60 and were not modified in connection with the Warrants Exercise Transaction.  As noted in the disclosure, the Warrants were issued in connection with the issuance of the Notes and contained a redemption feature in allowing the Company to redeem the Warrants for $0.001 per Warrant if the daily VWAP per share over thirty consecutive trading days is above $9.00.  The Notes allowed for prepayment in whole, but not partial prepayment.  The Notes were thereby amended to allow for the partial prepayment of the Notes in an amount equal to the exercise price of the Warrants.  The purpose of the Warrant Exercise Transaction was to provide the Company’s early investors with the convenience of not having to wire an exercise price to the Company, while simultaneously allowing the Company to reduce the debt on its balance sheet (a benefit for the investors in this offering).

  In terms of the accounting treatment of the Warrant Exercise Transaction the Company calculated the assumed proceeds from the Warrant Exercise Transaction as $5,299,112.50. The Company issued 2,186,250 shares, and will recognize $2,186.25 credit to Common Stock, and $5,296,926.25 of Additional Paid-in-Capital, in the second quarter of 2024. Of the assumed proceeds, the Company used $3,620,000 of the assumed proceeds from the Warrant Exercise

Division of Corporation Finance

April 22, 2024

Page 6

  Transaction to fully extinguish certain Notes, which were classified as long-term debt, current portion, on the balance sheet, and satisfy $98,750 of accrued interest on one of the fully extinguished Notes. The remainder of the accrued interest on the fully extinguished Notes was paid in cash. In accordance with ASC 470-50-40-2, the Company will recognize the remaining unamortized deferred debt costs of $696,502 related to these Notes in the second quarter of 2024 as a loss on the extinguishment of debt.

  The Company used the remaining $1,580,362.50 of the assumed proceeds from the Warrant Exercise Transaction to partially prepay the Notes, amended to allow for partial prepayment. This was a reduction to long-term debt, current portion. The Company performed a 10% cash flow analysis  on each of the amended Notes to compare the present value of the remaining cash flows of the original Note to the present value of the cash flows of the amended Notes, using the effective interest rate of the original Note. The Company determined that the Notes were not substantially different and would be considered modified, rather than extinguished, under ASC 470-50-40-12. However, the Company elected to recognize a ratable portion of deferred debt costs for the partially prepaid Notes in the second quarter of 2024. We believe this election will allow the Company to have more comparable interest expense relative to debt as we continue to amortize the remaining unamortized deferred debt costs in future periods.

  Dilution, page 40

  5.Please provide to us supplementally your computations of historical net tangible book value (deficit), pro forma net tangible book value, and pro forma as adjusted net tangible book value, as discussed in the paragraphs preceding the dilution table.

  Response: The Company respectfully acknowledges the Staff’s comment and has supplementally provided our computations for historical net tangible book value (deficit), pro forma net tangible book value, and pro forma as adjusted net tangible book value, as discussed in the paragraphs preceding the dilution table. The Company would be appreciative

United States securities and exchange commission logo
April 19, 2024
Claudia Goldfarb
Chief Executive Officer
Sow Good Inc.
1440 N. Union Bower Rd.
Irving, Texas 75061
Re:Sow Good Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed on April 16, 2024
File No. 333-277042
Dear Claudia Goldfarb:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 9, 2024 letter.
Amendment No. 2 to Form S-1 filed April 16, 2024
General
1.Please update disclosure throughout your registration statement regarding the number of
outstanding securities to reflect information as of the date of your prospectus. For
example, on page 9 you provide the number of outstanding stock as of December 31, 2023
and on page 79 you provide the number of outstanding stock as of April 15, 2024.
2.We note that your registration statement includes some exhibits have not yet been filed.
Please provide all missing information, including exhibits, in your next amendment, or tell
us when you intend to do so. Please also confirm your understanding that the staff will
need sufficient time to review this information, and we may have additional comments at
that time.

 FirstName LastNameClaudia Goldfarb
 Comapany NameSow Good Inc.
 April 19, 2024 Page 2
 FirstName LastName
Claudia Goldfarb
Sow Good Inc.
April 19, 2024
Page 2
Prospectus Summary
Recent Developments, page 4
3.We note you issued common stock in a private placement offering ("2024 PIPE") on
March 28, 2024 at a price of $7.25 per share.  We also note that the closing price of your
stock, on the same date, was $10.50. Please explain to us how you determined the fair
value of the common stock in the 2024 PIPE (i.e., $7.25). In your response, discuss how
you considered your market activity (i.e., stock price, trading volume, etc.) and provide us
with the authoritative guidance you used to support your accounting treatment.
4.We note you entered into warrant exercise agreements (the "Warrant Exercise
Transaction") on April 15, 2024 where you agreed to amend certain existing promissory
notes resulting in a reduction to the principal amounts of debt owed, as well as the
issuance of 2,186,250 shares of common stock.  Please address the following items.
•Provide us with a thorough analysis of the Warrant Exercise Transaction and tell us
the specific authoritative guidance you used to support your accounting treatment.
•We refer to the first sentence on page 5 where you disclose "The net result of the
Warrant Exercise Transaction...".  Expand your disclosure to provide a more granular
discussion of the transaction and the impact on each of your financial statements,
differentiating the accounting treatment for the debt modification and the warrant
modification.
Dilution, page 40
5.Please provide to us supplementally your computations of historical net tangible book
value (deficit), pro forma net tangible book value, and pro forma as adjusted net tangible
book value, as discussed in the paragraphs preceding the dilution table.
            Please contact Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Drew Valentine

CORRESP
1
filename1.htm

  CORRESP

     DLA Piper LLP (US)

303 Colorado Street, Suite 3000

Austin, TX, 78701

www.dlapiper.com

Drew Valentine

Drew.valentine@us.dlapiper.com

T  (512) 457-7019

  April 16, 2024

  Via Edgar

  U.S. Securities and Exchange Commission

  Division of Corporation Finance

  Office of Manufacturing

  100 F Street, NE

  Washington, D.C. 20549

  Attention: Charles Eastman

                   Hugh West

                   Sarah Sidwell

                   Jay Ingram

  Re:       Sow Good Inc.

              Registration Statement on Form S-1 Amendment No. 1

              Filed on March 27, 2024

              File No. 333-277042

  Ladies and Gentlemen:

  On behalf of Sow Good Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by comment letters dated April 9, 2024 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-1 Amendment No. 1 (the “Registration Statement”). This letter is being submitted together with Amendment No. 2 (“Amendment No. 2”) to the Registration Statement, which has been provided to address various of the Staff’s comments. The bold and numbered paragraphs below correspond to the numbered paragraphs in the Comment Letter and are followed by the Company’s responses. For the Staff’s convenience, we are also sending, by courier, copies of this letter and marked copies of Amendment No. 2 that reflect changes made to the Registration Statement.

  Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Division of Corporation Finance

April 16, 2024

Page 2

  Non-GAAP Financial Measures, page 12

  1.We note your response to our comment number 6; however, we continue to believe adjusting non-GAAP performance measures for inventory write-downs is not appropriate and does not comply with Question 100.01 of the C&DIs. Please revise as necessary. In addition, please ensure that your future filings under the Securities Exchange Act of 1934, including Forms 10-K, 10-Q and 8-K, also do not include inventory write-down adjustments for non-GAAP performance measures.

  Response: The Company respectfully acknowledges the Staff’s comment and while the Company respectfully disagrees with the Staff’s comment, it has revised its disclosure accordingly on pages 11 and 12.

  Management’s Discussion and Analysis of Financial Conditions

  Overview, page 47

  2.We note that you disclose that the fourth freeze drier is expected to become operation in the first quarter of 2024. Please update as to the status of the freeze drier.

  Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly on pages 2, 42 and 54.

  Management, page 74

  3.We note in your 8-K filed on April 2, 2024 that Brendon Fischer has taken over as the Company's interim Chief Financial Officer. Please provide the information required by Item 401(e) of Regulation S-K.

  Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly throughout Amendment No. 2, including on pages 65, 70 and 79.

  * * * *

Division of Corporation Finance

April 16, 2024

Page 3

  We and the Company appreciate the Staff’s attention to the review of the Draft Registration Statement. Please do not hesitate to contact me at (512) 457-7019, or in my absence Jordyn Giannone at (212) 335-4542, if you have any questions regarding this letter or Amendment No. 2.

  Very truly yours,

  DLA Piper LLP (US)

  /s/ Drew Valentine

  Drew Valentine

  Partner

  DLA Piper (US) LLP

  Enclosures

  cc:        Ira Goldfarb (Sow Good Inc.)

              Claudia Goldfarb (Sow Good Inc.)

              Jordyn Giannone (DLA Piper LLP (US))

United States securities and exchange commission logo
April 9, 2024
Claudia Goldfarb
Chief Executive Officer
Sow Good Inc.
1440 N. Union Bower Rd.
Irving, Texas 75061
Re:Sow Good Inc.
Registration Statement on Form S-1
Filed on March 27, 2024
File No. 333-277042
Dear Claudia Goldfarb:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 8, 2024 letter.
Form S-1 Amendment No 1 filed 3/27/24
Non-GAAP Financial Measures, page 12
1.We note your response to our comment number 6; however, we continue to believe
adjusting non-GAAP performance measures for inventory write-downs is not appropriate
and does not comply with Question 100.01 of the C&DIs.  Please revise as necessary.  In
addition, please ensure that your future filings under the Securities Exchange Act of 1934,
including Forms 10-K, 10-Q and 8-K, also do not include inventory write-down
adjustments for non-GAAP performance measures.
Management's Discussion and Analysis of Financial Conditions
Overview, page 47
2.We note that you disclose that the fourth freeze drier is expected to become operation in
the first quarter of 2024. Please update as to the status of the freeze drier.

 FirstName LastNameClaudia Goldfarb
 Comapany NameSow Good Inc.
 April 9, 2024 Page 2
 FirstName LastName
Claudia Goldfarb
Sow Good Inc.
April 9, 2024
Page 2
Management, page 73
3.We note in your 8-K filed on April 2, 2024 that Brendon Fischer has taken over as the
Company's interim Chief Financial Officer. Please provide the information required by
Item 401(e) of Regulation S-K.
            Please contact Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Drew Valentine

CORRESP
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	sowg20240325_corresp.htm

			DLA Piper LLP (US)

			303 Colorado Street, Suite 3000

			Austin, TX, 78701

			www.dlapiper.com

			Drew Valentine

			Drew.valentine@us.dlapiper.com

			T  (512) 457-7019

March 27, 2024

Via Edgar

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549

Attention: Charles Eastman

                  Hugh West

                  Sarah Sidwell

                  Jay Ingram

Re:    Sow Good Inc.

         Registration Statement on Form S-1

         Filed on February 13, 2024

         CIK No. 0001490161

Ladies and Gentlemen:

On behalf of Sow Good Inc., a Delaware corporation (the “Company”), we are transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission by comment letters dated March 8, 2024 (the “Comment Letter”) with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”). This letter is being submitted together with Amendment No. 1 (“Amendment No. 1”) to the Registration Statement, which has been provided to address various of the Staff’s comments. The bold and numbered paragraphs below correspond to the numbered paragraphs in the Comment Letter and are followed by the Company’s responses. For the Staff’s convenience, we are also sending, by courier, copies of this letter and marked copies of Amendment No. 1 that reflect changes made to the Registration Statement.

Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Division of Corporation Finance

March 27, 2024

Page 2

General

			1.

			Please tell us whether you will be deemed to be a “controlled company” under the Nasdaq listing rules. If so, please additionally disclose on the prospectus cover and in the summary (i) the percent voting power that the controlling stockholder will hold after completion of the offering and (ii) whether you intend to take advantage of the controlled company exemptions under the Nasdaq rules.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that following the consummation of the offering, the Company will not be a “controlled company” under Nasdaq Listing Rule 5615(c). Based on the Commission’s rules and regulations for determining beneficial ownership, the Registration Statement shows that the Executive Chairman and Chairman of the Board Ira Goldfarb currently beneficially owns 55.5% of the outstanding shares of the Company prior to the offering. Further, our Chief Executive Officer and Interim Chief Financial Officer, and spouse of Ira Goldfarb, Claudia Goldfarb, currently owns 37.2% of the outstanding shares of the Company prior to the offering. However, because the Goldfarbs hold the Company’s securities pursuant to applicable community property laws, 181,901 shares are held in joint tenancy and thereby double-counted on the Principal Stockholders table on page 88 of Amendment No. 1. Additionally, a significant portion of their remaining holdings are in the form of warrants, options (950,000 of which are far out of the money) and convertible securities, such that the Goldfarbs do not, either individually or in the aggregate, currently hold more than 50% of the voting power for the election of the Company’s directors. In fact, the Goldfarbs held approximately 34% of the aggregate voting power as described in the written consent of shareholders dated January 9, 2024 in connection with the Company’s conversion to a Delaware corporation. In addition, the officers, directors and significant stockholders would not collectively be considered a “group” for purposes of Nasdaq Listing Rule 5615(c). No single individual or “group” of Company stockholders has greater than 50% of the voting power for the election of the Company’s directors, nor does the Company expect to be deemed a “controlled” company” under Nasdaq Listing Rule 5615(c) following the offering, and accordingly the Company will not be taking advantage of the controlled company exemptions under the Nasdaq rules.

			2.

			We note disclosure throughout the registration statement that Sow Good Inc. will be reincorporated to the State of Delaware prior to effectiveness of this prospectus. We also note in your Form 8-K filed on February 22, 2024, that the reincorporation occurred on February 15, 2024. Please update the disclosure through out to indicate the current status of the incorporation of the Company.

Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly on pages 5 and 7 of Amendment No. 1.

Division of Corporation Finance

March 27, 2024

Page 3

Cover Page

			3.

			Disclose whether your offering is contingent upon final approval of your NASDAQ listing on your cover page. Please ensure the disclosure is consistent with your underwriting agreement.

Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly on the Cover Page of Amendment No. 1.

			4.

			To the extent you intend to proceed with your offering if your NASDAQ listing is denied, revise your cover page to indicate that the offering is not contingent on NASDAQ approval of your listing application and that if the shares are not approved for listing, you may experience difficulty selling your shares. Include risk factor disclosures to address the impact on liquidity and the value of shares.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on the Cover Page of Amendment No. 1 to indicate that the offering will be contingent upon final approval of its Nasdaq listing.

Summary

Recent Developments, page 5

			5.

			Please update the disclosure in this section to reflect the finalized financial results for December 31, 2023.

Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly throughout Amendment No. 1, including in the “Summary Condensed Financial and Other Data” subsection on pages 10-12 and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 47, and the Company has included audited financial statements for the years ended December 31, 2023 and 2022 appended to the Amendment No. 1.

Division of Corporation Finance

March 27, 2024

Page 4

Non-GAAP Financial Measures, page 12

			6.

			We note exclude a $1.9 million inventory write-down that occurred during the nine months ended September 30, 2023 to arrive at your non-GAAP measure of Adjusted EBITDA. As it appears this write down was the result of your pivot away from non-candy freeze dried products to better selling candy products, it is not clear to us how you determined this non-GAAP adjustment is appropriate and consistent with the requirements of Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Although this inventory-write off may be unusual due to its size, based on the nature of this adjustment and your business, it appears to us that risks related to inventory are normal operating expenses that arise in the ordinary course of your business. Please revise to remove this adjustment.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company does not consider this inventory write-off adjustment to arise in the ordinary course of its business, nor does it consider such adjustment to be unusual solely due to its size. Instead, the Company’s pivot from freeze dried health food products to freeze dried candy products is a fundamental change in the Company’s direction that significantly affects the Company’s overall business strategy and impacts numerous aspects of the Company’s operations, including but not limited to, its manufacturing process, identity of suppliers and vendors, the demographics and locations of target end customers, target market penetration, branding, packaging and inventory management strategies. For example, the founders of the Company were previously in the freeze dried pet food business. In their view, the Company’s shift from freeze dried health foods to freeze dried candy is as significant as a hypothetical shift from freeze dried candy products to freeze dried pet food due to the change in every aspect of the Company’s business other than the act of freeze drying. Given the fundamental shift in the nature of the Company’s business, the Company respectfully submits that the inventory write-off is appropriate and helpful to investors in comparing the results of operations of the Company in its current form as a maker of freeze dried candy without the impact of the Company’s prior operations.

Risk Factors

We rely on a small number of suppliers to provide our raw materials for some of our treats, and our supply, page 17

			7.

			We note your disclosure on page 18 stating that "three key suppliers, Redstone Foods, Albanese and Guangdong accounted for approximately 75% of our total raw material and packaging purchases." Please describe the material terms of your arrangements with suppliers, and file any material contract as an exhibit to your registration statement pursuant to Item 601(b)(10) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company does not have any material contracts or formal arrangements with any of these key suppliers. The Company does not have contractual obligations outside of upfront deposits on individual supply orders, and the Company believes it can replace any and all suppliers if needed fairly easily. The Company has revised its disclosure accordingly on page 18 of Amendment No. 1.

Division of Corporation Finance

March 27, 2024

Page 5

			8.

			Please discuss whether supply chain disruptions materially affect your outlook or business goals. Specify whether these challenges have materially impacted your results of operations or capital resources and quantify, to the extent possible, how your sales, profits, and/or liquidity have been impacted.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company has not experienced any material supply chain disruptions. The replacements for Company’s key suppliers are easily obtainable and the nature of their products are readily available. Therefore, the Company’s ability to source candy from alternative suppliers is vast. Additionally, the Company’s SKU catalog is sufficiently diverse for non-chocolate candies such that any supply chain disruptions that did occur would not have a material impact on the Company’s operations. The Company has revised its disclosure accordingly on page 18 of Amendment No. 1.

Fluctuations in various foods and supply, transportation and shipping costs could adversely affect our operating results., page 21

			9.

			Please update your disclosure in future filings to identify actions planned or taken, if any, to mitigate inflationary pressures.

Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly on page 21 of Amendment No. 1.

Use of Proceeds, page 41

			10.

			We note your disclosure that you expect to use a portion of the net proceeds to repay outstanding indebtedness. Please revise to disclose in this section the amount of proceeds that you intend to use for repayment of debt. Also, disclose the interest rates and maturity dates of the debt. To the extent the debt was incurred within one year, describe the use of proceeds of such indebtedness. Refer to Instruction 4 to Item 504 of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly on page 41 of Amendment No. 1.

Division of Corporation Finance

March 27, 2024

Page 6

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 49

			11.

			We note your use of industry and market data in this section of your prospectus. Please provide us with supplemental support, or in the alternative provide citations that include the names and dates of third party studies or reports, if any, for all statements that utilize industry or market data or relate to your competitive position within your industry. To the extent that you commissioned any of the third-party data that you cite in the prospectus, also provide the consent of the third-party in accordance with Rule 436.

Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly on page iii of Amendment No. 1.

Management’s Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources, page 60

			12.

			We note your risk factor disclosure regarding you operations in foreign countries. We also note your disclosure that you have entered into co-manufacturing arrangements in China and Colombia to provide additional freeze drying capacity and are planning to expand your manufacturing facilities in Monterrey, Mexico. Given the significance of your foreign operations, please revise future disclosures to quantify the amount of cash and cash equivalents held in foreign jurisdictions as of the most recent period end, and address the potential impact on your liquidity of holding cash outside the U.S., if material.

Response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company did not hold any cash in foreign jurisdictions as of December 31, 2023. The Company anticipates that as its foreign operations grow, it will hold more cash in foreign jurisdictions and thereby expose the company to greater currency fluctuation risk than the Company currently experiences. The Company has revised its disclosure accordingly on page 58 of Amendment No. 1.

Division of Corporation Finance

March 27, 2024

Page 7

Critical Accounting Policies and Estimates

Revenue Recognition, page 65

			13.

			We note that you sell your product directly to retailers and to wholesale customers. Tell us your consideration for disclosure of disaggregated revenue information based on the types of customers you sell to and/or geographic region. Please refer to ASC 606-10-50-5.

Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly on pages 1, 47 and 61 of Amendment No. 1, as the Company does not feel the disaggregation of revenue based on the types of customers and/or geographic region to be useful information for investors. In the Company’s view, (i) this information is not material information that the Company uses to make operational decisions and (ii) the market for freeze dried candy is in such a nascent stage and the demand for the Company’s treats is too far beyond the Company’s manufacturing capacity, such that the types of customer to whom the Company sells and the geographic regions in which their products are sold have not solidified in a way where the Company believes the disaggregation of revenue would provide investors with information indicative of the Company’s direction.

Principal Stockholders, page 94

			14.

			We note in the footnotes to the Principal Stockholders table references to stock options and warrants exercisable within 60 days of September 30, 2023. Please update the current outstanding stock amounts and beneficial ownership table as of the most recent date practicable.

Response: The Company respectfully acknowledges the Staff’s comment and has revised its disclosure accordingly on pages 88 and 89 of Amendment No. 1.

Shares Eligible for Future Sale, page 99

			15.

			Disclosure on page 99 indicates "we have been approved to list our common stock listed on the

United States securities and exchange commission logo
March 8, 2024
Claudia Goldfarb
Chief Executive Officer
Sow Good Inc.
1440 N. Union Bower Rd.
Irving, Texas 75061
Re:Sow Good Inc.
Registration Statement on Form S-1
Filed on February 13, 2024
File No. 333-277042
Dear Claudia Goldfarb:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-1 filed February 13, 2024
General
1.Please tell us whether you will be deemed to be a “controlled company” under the Nasdaq
listing rules. If so, please additionally disclose on the prospectus cover and in the
summary (i) the percent voting power that the controlling stockholder will hold after
completion of the offering and (ii) whether you intend to take advantage of the controlled
company exemptions under the Nasdaq rules.
2.We note disclosure throughout the registration statement that Sow Good Inc. will be
reincorporated to the State of Delaware prior to effectiveness of this prospectus. We also
note in your Form 8-K filed on February 22, 2024, that the reincorporation occurred on
February 15, 2024. Please update the disclosure through out to indicate the current status
of the incorporation of the Company.

 FirstName LastNameClaudia Goldfarb
 Comapany NameSow Good Inc.
 March 8, 2024 Page 2
 FirstName LastNameClaudia Goldfarb
Sow Good Inc.
March 8, 2024
Page 2
Cover Page
3.Disclose whether your offering is contingent upon final approval of your NASDAQ listing
on your cover page. Please ensure the disclosure is consistent with your underwriting
agreement.
4.To the extent you intend to proceed with your offering if your NASDAQ listing is
denied, revise your cover page to indicate that the offering is not contingent on
NASDAQ approval of your listing application and that if the shares are not approved for
listing, you may experience difficulty selling your shares. Include risk factor disclosures
to address the impact on liquidity and the value of shares.
Summary
Recent Developments, page 5
5.Please update the disclosure in this section to reflect the finalized financial results for
December 31, 2023.
Non-GAAP Financial Measures, page 12
6.We note exclude a $1.9 million inventory write-down that occurred during the nine
months ended September 30, 2023 to arrive at your non-GAAP measure of Adjusted
EBITDA. As it appears this write down was the result of your pivot away from non-candy
freeze dried products to better selling candy products, it is not clear to us how you
determined this non-GAAP adjustment is appropriate and consistent with the requirements
of Question 100.01 of the Division of Corporation Finance’s Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures. Although this inventory-write off may
be unusual due to its size, based on the nature of this adjustment and your business, it
appears to us that risks related to inventory are normal operating expenses that arise in the
ordinary course of your business. Please revise to remove this adjustment.
Risk Factors
We rely on a small number of suppliers to provide our raw materials for some of our treats, and
our supply, page 17
7.We note your disclosure on page 18 stating that "three key suppliers, Redstone Foods,
Albanese and Guangdong accounted for approximately 75% of our total raw material and
packaging purchases." Please describe the material terms of your arrangements
with suppliers, and file any material contract as an exhibit to your registration statement
pursuant to Item 601(b)(10) of Regulation S-K.
8.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.

 FirstName LastNameClaudia Goldfarb
 Comapany NameSow Good Inc.
 March 8, 2024 Page 3
 FirstName LastNameClaudia Goldfarb
Sow Good Inc.
March 8, 2024
Page 3
Fluctuations in various food and supply, transportation and shipping costs could adversely affect
our operating results., page 21
9.Please update your disclosure in future filings to identify actions planned or taken, if any,
to mitigate inflationary pressures.
Use of Proceeds, page 41
10.We note your disclosure that you expect to use a portion of the net proceeds to repay
outstanding indebtedness. Please revise to disclose in this section the amount of proceeds
that you intend to use for repayment of debt. Also, disclose the interest rates and maturity
dates of the debt. To the extent the debt was incurred within one year, describe the use of
proceeds of such indebtedness. Refer to Instruction 4 to Item 504 of Regulation S-K.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
49
11.We note your use of industry and market data in this section of your prospectus. Please
provide us with supplemental support, or in the alternative provide citations that include
the names and dates of third party studies or reports, if any, for all statements that utilize
industry or market data or relate to your competitive position within your industry. To the
extent that you commissioned any of the third-party data that you cite in the prospectus,
also provide the consent of the third-party in accordance with Rule 436.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 60
12.We note your risk factor disclosure regarding you operations in foreign countries.  We
also note your disclosure that you have entered into co-manufacturing arrangements in
China and Colombia to provide additional freeze drying capacity and are planning to
expand your manufacturing facilities in  Monterrey, Mexico.  Given the significance of
your foreign operations, please revise future disclosures to quantify the amount of cash
and cash equivalents held in foreign jurisdictions as of the most recent period end, and
address the potential impact on your liquidity of holding cash outside the U.S., if material.
Critical Accounting Policies and Estimates
Revenue Recognition, page 65
13.We note that you sell your product directly to retailers and to wholesale customers. Tell us
your consideration for disclosure of disaggregated revenue information based on the types
of customers you sell to and/or geographic region. Please refer to ASC 606-10-50-5.
Principal Stockholders, page 94
14.We note in the footnotes to the Principal Stockholders table references to stock options
and warrants exercisable within 60 days of September 30, 2023. Please update the current

 FirstName LastNameClaudia Goldfarb
 Comapany NameSow Good Inc.
 March 8, 2024 Page 4
 FirstName LastName
Claudia Goldfarb
Sow Good Inc.
March 8, 2024
Page 4
outstanding stock amounts and beneficial ownership table as of the most recent date
practicable.
Shares Eligible for Future Sale, page 99
15.Disclosure on page 99 indicates "we have been approved to list our common stock listed
on the Nasdaq Capital Market." However, elsewhere disclosure indicates that you have
applied for Nasdaq listing but not yet been approved. Please revise to fix the
inconsistency.
Exhibits
16.Please file material contracts required by Item 601(b)(10) of Regulation S-K as exhibits to
your registration statement. In this regard, we note references to co-manufacturing
contractual agreements and lock-up agreements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding 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 Charles Eastman at 202-551-3794 or Hugh West at 202-551-3872 if you
have questions regarding comments on the financial statements and related matters. Please
contact Sarah Sidwell at 202-551-4733 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Drew Valentine

CORRESP
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February 7, 2018

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Roger Schwall

    Jerard Gibson

 Re: Black Ridge Oil & Gas, Inc.

    Registration Statement on Form S-1

    (File No. 333-222243)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, Black Ridge Oil & Gas, Inc. (the “Company”) hereby requests that the above-referenced Registration
Statement on Form S-1 (the “Registration Statement”) be made effective at 4:00 p.m., Washington D.C. time, on February
9, 2018, or as soon thereafter as practicable.

Very truly yours,

/s/ Ken DeCubellis

Ken DeCubellis

Chief Executive Officer

 cc: Jill R. Radloff (Stinson Leonard Street LLP)

    Bryan J. Pitko (Stinson Leonard Street LLP)

CORRESP
1
filename1.htm

January 18, 2018

VIA EDGAR

H. Roger Schwall

Assistant Director

Office of Natural Resources

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Black Ridge Oil & Gas, Inc.

        Registration Statement on Form S-1

        Filed on December 22, 2017

        File No. 333-222243

Dear Mr. Schwall:

We are filing this letter on behalf of Black
Ridge Oil & Gas, Inc. (the “Company”) in connection with the filing of the Company’s Registration Statement
on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”)
on December 22, 2017. On January 12, 2018, the Company received a letter from the staff of the Commission’s Division of Corporation
Finance (the “Staff”) relating to the Registration Statement (the “Comment Letter”).

This letter sets forth the response of the
Company to the Comment Letter. Capitalized terms used but not defined herein are given the meaning ascribed to them in the Registration
Statement. For ease of reference, we have repeated the comments contained in the Comment Letter in italics.

Exhibit 5.1—Legal Opinion of Stinson Leonard Street
LLP

 1. In its opinion, counsel states in part (emphasis supplied): “The Shares will be validly
issued, fully paid and non-assessable when the Shares shall have been issued to the Selling Stockholders upon exercise of the Backstop
Warrants in accordance with their terms.” That opinion covers the shares issuable pursuant to the Backstop Warrants, but
does not cover the other shares which are being offered for resale.

Please obtain
and file as an exhibit a new or revised opinion in which counsel clearly opines that the 232,008,489 shares of common stock already
outstanding and eligible for resale pursuant to the registration statement “are” legally issued, fully paid, and non-assessable.
For guidance, please refer to Section II.B.2.h of Staff Legal Bulletin No. 19 (Corp. Fin., October 14, 2011), which is available
at https://www.sec.gov/interps/legal/cfslb19.htm

H. Roger Schwall

January 18, 2018

Page 2

Response:

The Registration Statement
has been amended to include a revised legal opinion as Exhibit 5.1 in response to the staff’s comment to specify that the
232,008,489 shares of common stock already outstanding and eligible for resale pursuant to the Registration Statement (the “Private
Placement Shares”) “are” legally issued, fully paid, and non-assessable.

 2. Similarly, if counsel retains the fifth numbered assumption regarding the sufficiency of the
number of shares issued and outstanding, it must be revised to make clear that the assumption relates only to the potential issuance
of the shares which are issuable upon exercise of the Backstop Warrants and not to the other 232,008,489 shares which are being
offered for resale. Please see Section II.B.3.a of Staff Legal Bulletin No. 19.

Response:

The Registration Statement
has been amended to include a revised legal opinion as Exhibit 5.1 in response to the staff’s comment to specify that the
fifth numbered assumption regarding the sufficiency of the number of shares issued and outstanding relates only to the potential
issuance of the shares which are issuable upon exercise of the Backstop Warrants (the “Backstop Warrant Shares”).

* * * *

If you should have
any further questions, please do not hesitate to contact Bryan Pitko directly at (612) 335-7061 and Jill Radloff directly at (612)
335-7119.

Respectfully Submitted,

Stinson Leonard Street LLP

    /s/ Jill R. Radloff
    /s/ Bryan J. Pitko

    Jill R. Radloff
    Bryan J. Pitko

cc:	Ken DeCubellis

Mail Stop 4628
January12, 2018

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 December 22, 2017
 File No. 333-222243

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 fac ts 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 c omments.

Exhibit 5.1 —Legal Opinion of Stinson Leonard Street LLP

1. In its opinion, counsel states in part (emphasis supplied): “ The Shares will be  validly
issued, fully paid and non -assessable when the Shares shall have been issued to the
Selling Stockho lders upon exercise of the Backstop Warrants in accordance with their
terms. ”  That opinion covers the shares issuable pursuant to the Backstop Warrants, but
does not cover the other shares which are being offered for resale.

Please  obtain and file as a n exhibit a new or revised  opinion  in which counsel clearly
opines that the 232,008,489 shares of common stock already outstanding and eligible for
resale pursuant to the registration statement “are” legally issued, fully paid , and non -
assessable.  For guidance, please refer to Section II.B.2.h of Staff Legal Bulletin No. 19
(Corp. Fin., October 14, 2011), which is available at
https://www.sec.gov/interps/legal/cfslb19.htm
See also Item 601(b)(5) of Regulation S -K.

Kenneth DeCubellis
Black Ridge Oil & Gas, Inc.
January 12, 2018
Page 2

2. Similarly, if counsel retains the fifth numbered assumption regarding the sufficiency of
the number of shares issued and outstanding, it must be revised to make clear that the
assumption relates only to the potential issuan ce of the shares which are issuable upon
exercise of the Backstop Warrants and not to the other 232,008,489 shares which are
being offered for resale.  Please see Section II.B.3.a of Staff Legal Bulletin No. 19.

Closing Comments

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

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow ad equate
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,
Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any other 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

CORRESP
1
filename1.htm

August 2, 2017

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Roger Schwall

    Jerard Gibson

 Re: Black Ridge Oil & Gas, Inc.

    Registration Statement on Form S-1

    (File No. 333-218191)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of
1933, as amended, Black Ridge Oil & Gas, Inc. (the “Company”) hereby requests that the above-referenced Registration
Statement on Form S-1 (the “Registration Statement”) be made effective at 2:00 p.m., Washington D.C. time, on August
3, 2017, or as soon thereafter as practicable.

Very truly yours,

/s/ Ken DeCubellis

Ken DeCubellis

Chief Executive Officer

cc:	Jill R. Radloff (Stinson Leonard Street LLP)

CORRESP
1
filename1.htm

July 18, 2017

VIA EDGAR

H. Roger Schwall

Assistant Director

Office of Natural Resources

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Black Ridge Oil & Gas, Inc.

        Registration Statement on Form S-1

        Filed on May 23, 2017

        File No. 333-218191

Dear Mr. Schwall:

We are filing this letter on behalf of Black
Ridge Oil & Gas, Inc. (the “Company”) in connection with the filing of the Company’s Registration Statement
on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”)
on May 23, 2017. On July 5, 2017, the Company received a letter from the staff of the Commission’s Division of Corporation
Finance (the “Staff”) relating to the Registration Statement (the “Comment Letter”).

This letter sets forth the response of the
Company to the Comment Letter. Capitalized terms used but not defined herein are given the meaning ascribed to them in the Registration
Statement. For ease of reference, we have repeated the comments contained in the Comment Letter in italics.

Prospectus Summary

Business, page 10

 1. We note your response to comment 1. Expand your discussion to disclose the “substantive
steps in furtherance of [your] business plan” that you have taken as set forth in your response.

Response:

The Registration Statement
will be revised to include the information requested in the Staff’s comment. In particular, the Company proposes to revise
the disclosure in the Registration Statement as indicated in Exhibit A.

 2. We have considered your response to comment 2; however, the relationship between your continuing
operations and those of the SPAC you plan to form remain unclear from your revised disclosure. Please further revise in this section,
the Recent Development section and elsewhere in the prospectus to both explain and outline your going-forward activities in pursuing
investments in oil and gas assets. Please also revise this section and the rest of your registration statement to distinguish between
your current operations and your intended operations in connection with the formation of a SPAC entity.

H. Roger Schwall

July 18, 2017

Page 2

Response:

The Registration Statement
will be revised in response to the Staff’s comment. In particular, the Company intends to disclose in the section entitled
“Questions and Answers relating to the Rights Offering,” under the heading “Why are we conducting the rights
offering,” and throughout the registration statement that each of its officers and directors will also be an officer and/or
director of the SPAC. In addition, the Company proposes to revise the disclosure in the prospectus as indicated in Exhibit B to
provide additional information about the relationship between the Company’s current operations and those in connection with
formation of the SPAC.

Use of Proceeds, page 18

 3. Please ensure your use of proceeds disclosure reflects how the net proceeds of the offering
will be utilized. Include in your expanded narrative a discussion of additional funding sources, if applicable, for SPAC formation
activities. Refer to Instruction 3 to Item 504 of Regulation S-K.

Response:

The Company proposes
to revise the disclosure in the Registration Statement to include additional information about its expected use of the proceeds
from the offering as indicated in Exhibit C.

In addition, the Company
believes that proceeds derived from the rights offering and/or the funds obtained from the backstop purchasers will be sufficient
to accomplish the specified purposes for which the proceeds are to be obtained – i.e., providing the funding requirements
for the Company’s sponsorship of a SPAC. As such, the Company does not expect to require additional funding sources that
would trigger the applicable disclosure requirements under Instruction 3 to Item 504 of Regulation S-K.

SPAC Sponsorship, page 29

General

 4. Please expand your disclosure in this section to fully discuss the scope of the activities you
plan to undertake in connection with the formation of a SPAC entity and the amount needed to conduct such operations. Revise to
also discuss contingencies such as raising additional funds in furtherance of the formation activities, as well as the timelines
and associated costs accompanying your plans. Please ensure your revisions here are consistent with the disclosure in your Use
of Proceeds section.

Response:

The Company proposes
to revise its Registration Statement in response to the Staff’s comment as indicated in its responses to Comments No. 2 and
No. 3 above. In addition, the Company respectfully refers the Staff to its response to Comment No. 3 above with respect to lack
of need for additional funds in connection with the Company’s proposed SPAC sponsorship activities.

* * * *

If you should have
any further questions, please do not hesitate to contact Bryan Pitko directly at (612) 335-7061 and Jill Radloff directly at (612)
335-7119.

Respectfully Submitted,

Stinson Leonard Street LLP

    /s/ Jill R. Radloff

    /s/ Bryan J. Pitko

    Jill R. Radloff

    Bryan J. Pitko

cc:      Ken DeCubellis

H. Roger Schwall

July 18, 2017

Page 3

Exhibit A:

Prospectus Summary

Business, page 10

“Business

Our operational business plan
is focused on managing oil and gas assets in which we have an indirect minority interest. We continue to hold our interest in Black
Ridge Holding Company, LLC (BRHC) although we have entered into an agreement to sell such interest as our joint venture partner
sold the underlying oil and gas assets earlier this year. In addition, we have recently and will continue to pursue distressed
asset acquisitions in the Bakken and/or Three Forks and other formations that may be acquired with capital from our existing joint
venture partners or other capital providers.

We believe we create value
through identifying and targeting acreage positions with attractive returns on the capital employed by evaluating, amongst other
factors, reserve potential, operator performance, anticipated well costs and anticipated operating expenses. Since 2011, we have
invested in excess of $100 million in acreage acquisitions and well development. In the past two years, we have bid on over $2
billion in oil and gas acquisitions on behalf of our partners.

With the experience and connections
of our personnel across a variety of onshore unconventional oil and gas plays, we believe that we are able to create value for
our partners through opportunistic acreage acquisitions. We believe our experience enhances our ability to identify and acquire
high value acreage in these oil and gas prospects. Because we primarily identify minority interests in multiple drilling units,
we are able to diversify our partners’ risk across numerous wells. We believe that our prospective success revolves around
our ability to identify and acquire for our partners mineral leases to participate in drilling activities by virtue of their ownership
of such rights, through our experience and the relationships we have developed and our experience in managing those investments
for our partners.

To date,
we have taken substantive steps in furtherance of our operational business plan including evaluating, negotiating, and placing
bids for oil and gas assets on behalf of third party entities that reflect a combined purchase price and anticipated capital expenditures
for well costs of over $2 billion over the last two years. We have also evaluated multiple oil and gas asset packages that we declined
to make a bid or offer to acquire. We have engaged with at least five different private equity sources of capital as potential
joint venture partners to submit bids for oil and gas assets although we have not entered into any formal engagement or joint venture
with any of the potential partners (except for Black Ridge Merced, LLC, a joint venture with Merced Capital that we announced in
July 2015) and plan to enter into a formal agreement only following a successful bid. At this time we have not completed acquisitions
with any joint venture partners, but currently have pending bid submissions for the acquisition of oil and gas assets. The process,
amounts and partners participating in ongoing bid submissions are confidential during the duration of the bidding process or until
the investment is complete.”

H. Roger Schwall

July 18, 2017

Page 4

Exhibit B:

Questions
and Answers Relating to the Rights Offering, Page 3

“Why
are we conducting the rights offering?

We intend
to use the net proceeds of this offering for the sponsorship of a special purpose acquisition company (SPAC) focused on effecting
a merger, asset or stock acquisition or other similar business combination with a target business in the energy or energy-related
industries (although the SPAC’s efforts to identify a prospective target business will not be limited to a particular industry
or geographic region). Sponsorship of a SPAC typically involves an initial contribution of between 3% and 5% of the total proceeds
to be raised in the initial public offering of the SPAC. The proceeds from the rights offering are expected to provide sufficient
capital to sponsor a SPAC initial public offering of between $75 million and $125 million. In exchange for this initial contribution,
sponsors of a SPAC typically receive securities representing approximately 20% of the SPAC’s outstanding shares following
the SPAC’s initial public offering. We expect our management team to serve as the management team of the SPAC as well as
the post-business combination entity if the acquired business is in the energy or energy-related industries. However, the SPAC
will be a separate public company with its own reporting obligations, financial results, and assets. The SPAC will engage separate
counsel and auditors and an underwriter to complete its initial public offering.

Any proceeds
from the offering that remain following our SPAC sponsorship will be used for general corporate purposes which may include other
investments and acquisitions.

The rights
offering gives you the opportunity to participate in this capital raising effort and to purchase additional shares of our common
stock.

Please see
the discussion under “Use of Proceeds” on page 18 and “SPAC Sponsorship” on page 29. You should also carefully
consider the risks described under the headings “Risk Factors” beginning on page 14 in this prospectus and in the documents
incorporated by reference herein.”

Risk Factors

Risks
in Connection with Sponsorship of a SPAC, page 17

‘“Our officers and directors
will allocate a portion of their time to the SPAC which could cause conflicts of interest in their determination as to how much
time to devote to our affairs. This could have a negative impact on our ability to effectuate our operational business plan,”
page 17

Our officers and directors will be officers
and/or directors of the SPAC and as a result may not be able to commit their full time to our affairs. We presently expect each
of our employees to devote such amount of time as they reasonably believe is necessary to our business. The foregoing could have
a negative impact on our ability to effectuate our operational business plan.’”

‘“Our
officers and directors may have a conflict of interest in determining whether a particular target business for the SPAC is appropriate
for a business combination,” page 17

Each of our officers
and directors will be an officer and/or director of the SPAC. As described elsewhere in this prospectus, we are an oil and gas
company that pursues distressed asset acquisitions in the energy industry, the same industry within which the SPAC will focus its
search for a target business. However, we will continue to focus on acquiring assets from businesses with private equity backing
that are seeking to sell such assets for cash without retaining any equity interest in them, whereas the SPAC intends to acquire
a target business from a seller that wishes to retain a significant equity interest in the combined company. Accordingly, our management
team does not believe that there will be a meaningful conflict between us and the SPAC in relation to consummating a business combination.
Nevertheless, we cannot assure you of this fact and it is possible that a suitable business opportunity could be presented to the
SPAC prior to its presentation to our company.’

SPAC
Sponsorship

Potential
Conflicts, page 29

“Each of our
officers and directors will also be an officer and/or director of the SPAC. As described above, we are an oil and gas company that
pursues distressed asset acquisitions in the energy industry, the same industry within which the SPAC will focus its search for
a target business. However, we intend to acquire assets from businesses with private equity backing that are seeking to sell such
assets for cash without retaining any equity interest in them, while the SPAC intends to acquire a target business from a seller
that wishes to retain a significant equity interest in the combined company. Accordingly, we do not believe that there will be
a meaningful conflict between us and the SPAC in relation to consummating a business combination. Nevertheless, we cannot assure
you of this fact and it is possible that a suitable business opportunity could be presented to the SPAC prior to its presentation
to our company.”

H. Roger Schwall

July 18, 2017

Page 5

Exhibit
C

The Rights Offering

Use of Proceeds, page
11

Use of Proceeds, page
18

“We estimate
that the aggregate proceeds from the rights offering, before deducting estimated offering expenses, will be approximately $5.182
million. We intend to use the net proceeds of this offering, including any funds received from the backstop purchasers, for the
potential sponsorship of a special purpose acquisition company (SPAC) focused on effecting a merger, asset or stock acquisition
or other similar business combination with a target business in the energy or energy-related industries (although the SPAC’s
efforts to identify a prospective target business will not be limited to a particular industry or geographic region). In particular,
presuming that the SPAC that we sponsor raises $100 million, we intend to purchase units in the SPAC equal to between $3 million
and $3.3 million in a private placement that will occur simultaneously with the closing of this SPAC initial public offering.

Any proceeds from
the offering that remain following our SPAC sponsorship will be used for general corporate purposes which may include other investments
and acquisitions. We expect the remaining funds after our SPAC sponsorship to be sufficient to fund our operations for at least
24 months while we pursue private equity sponsored acquisitions and as the SPAC seeks a target business to acquire.

We will have broad
discretion in determining how the net proceeds of this offering will be used.

SPAC Sponsorship

SPAC Sponsorship, page 29

“SPAC
Sponsorship

A SPAC typically relies
on sponsors with relevant background and experience to assist in identifying an appropriate business combination within the allotted
time for consummating such a transaction. Sponsors of a SPAC will typically have relevant industry operating and mergers and acquisitions
experience, significant proprietary deal flow, a proven track record of creating shareholder value, and a developed network of
investors.

A SPAC sponsor will
typically make a nominal initial investment for organizational expenses of the SPAC. Sponsorship of a SPAC then typically involves
an initial contribution of between 3% and 5% of the total proceeds to be raised in the initial public offering of the SPAC. For
example, the proceeds from the offering are expected to provide sufficient capital to sponsor a SPAC IPO of between $75 million
and $125 million. In exchange for this initial contribution,

Mail Stop 4628
July 5, 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.
 Amendment No. 1 to Registration Statement on Form S -1
 Filed June 23, 2017
 File No. 333-218191

Dear Mr. DeCubellis :

We have reviewed your amended registration statement  and have the following
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.   Unless we note
otherwise, our references to prior comments are to comments in our June 15, 2017 letter .

Prospectus Summary

Business, page 10

1. We note your response to comment 1.  Expand your discussion to disclose the
“substantive steps in furtherance of [your] business plan” that you have taken as set forth
in your response.

2. We have considered your response to comment 2; however, the relati onship between
your continuing operations and those of the SPAC you plan to form remain unclear from
your revised disclosure.  Please further revise in this section, the Recent Development
section and elsewhere in the prospectus to both explain and outline  your going -forward
activities in pursuing investments in oil and gas assets.  Please also revise this section and

Kenneth DeCubellis
Black Ridge Oil & Gas, Inc.
July 5, 2017
Page 2

 the rest of your registration statement to distinguish between your current operations and
your intended operations in connection with the fo rmation of a SPAC entity.

Use of Proceeds, page 18

3. Please ensure your use of proceeds disclosure reflects how the net proceeds of the
offering will be utilized.   Include in your expanded narrative a discussion of additional
funding sources, if applic able, for SPAC formation activities.  Refer to Instruction 3 to
Item 504 of Regulation S -K.

SPAC Sponsorship, page 29

General

4. Please expand your disclosure in this section to fully discuss the scope of the  activities
you plan to undertake in connection with the formation of a SPAC entity  and the amount
needed to conduct such operations.  Revise to also discuss contingencies such as raising
additional funds  in furtherance of the formation activities , as well  as the timelines and
associated costs accompanying your plans. Please ensure your revisions here are
consistent with the disclosure in your Use of Proceeds section .

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

Sincerely,

 /s/ Brad Skinner

H. Roger Schwall
Assistant Director
Office of Natural Resources

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

CORRESP
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June 23, 2017

VIA EDGAR

H. Roger Schwall

Assistant Director

Office of Natural Resources

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Black Ridge Oil & Gas, Inc.

        Registration Statement on Form S-1

        Filed on May 23, 2017

        File No. 333-218191

Dear Mr. Schwall:

We are filing this letter on behalf of Black
Ridge Oil & Gas, Inc. (the “Company”) in connection with the filing of the Company’s Registration Statement
on Form S-1 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”)
on May 23, 2017. On June 15, 2017, the Company received a letter from the staff of the Commission’s Division of Corporation
Finance (the “Staff”) relating to the Registration Statement (the “Comment Letter”).

This letter sets forth the response of the Company
to the Comment Letter. Capitalized terms used but not defined herein are given the meaning ascribed to them in the Registration
Statement. For ease of reference, we have repeated the comments contained in the Comment Letter in italics.

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 supplementally
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 419(a)(2) of Regulation C, appropriate disclosure should
be included to demonstrate your status as a non-blank check company, including a more detailed discussion pertaining to the SPAC
entity you plan to establish.

    STINSON.COM

    150
                           SOUTH FIFTH STREET, SUITE 2300 • MINNEAPOLIS, MN 55402

612.335.1500 MAIN • 612.335.1657
FAX

H. Roger Schwall

June 23, 2017

Page 2

Response:

For the reasons discussed below and
disclosed in the Company’s periodic filings, the Company should not be deemed a blank check company for purposes of Rule
419 of Regulation C.

Rule 419(a)(2)(i) of Regulation C
defines a “blank check company” as a company that “is a development stage company that has no specific business
plan or purpose or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or
companies, or other entity or person.”

As an initial matter, the Company
is not a development stage company. Nor is the Company’s business plan to engage in a merger or acquisition of an unidentified
entity or companies. The Company’s specific operational business plan is focused on managing oil and gas assets in which
it has an indirect minority interest. The Company continues to hold its interest in Black Ridge Holding Company, LLC although it
has entered into an agreement to sell such interest as its joint venture partner sold the underlying oil and gas assets earlier
this year. In addition, the Company has recently and will continue to pursue distressed asset acquisitions in the Bakken and/or
Three Forks and other formations that may be acquired with capital from our existing joint venture partners or other capital providers.
The Company intends to create value for these joint venture partners and capital providers by identifying and targeting acreage
positions in oil and gas prospects with attractive returns on the capital employed. In assessing a project’s suitability
for investment, the Company evaluates, amongst other factors, reserve potential, operator performance, anticipated well costs and
anticipated operating expenses. The Company focuses on identifying minority interests in multiple drilling units and, thus, is
able to diversify its partners’ risk across numerous wells. The Company has received revenue for management and consulting
services provided to BRHC since its reorganization in the second quarter of 2016 through June 30, 2017 and expects to receive revenue
from management services to other private equity sponsors once oil and gas assets are acquired by such sponsors.

To date, the Company has taken substantive
steps in furtherance of its business plan including evaluating, negotiating, and placing bids for oil and gas assets on behalf
of third party entities that reflect a combined purchase price and anticipated capital expenditures for well costs of over $2 billion
over the last two years. The Company has also evaluated multiple oil and gas asset packages that it declined to make a bid or offer
to acquire. The Company has engaged with at least five different private equity sources of capital as potential joint venture partners
to submit bids for oil and gas assets although it has not entered into any formal engagement or joint venture with any of the potential
partners (except for Merced Capital) and plans to only enter into a formal agreement following a successful bid. At this time the
Company has not completed acquisitions with any joint venture partners, but currently has pending bid submissions for the acquisition
of oil and gas assets. The process, amounts and partners participating in ongoing bid submissions are confidential during the duration
of the bidding process or until the investment is complete. As such, due to the competitively sensitive nature of such information,
the Company is supplementally submitting additional information confirming the Company’s ongoing business operations for
the Staff’s consideration under Rule 418 of the Securities Act. In accordance with Rule 418(b), the Company respectfully
requests that the Staff return or destroy this supplemental information at the completion of its review. In addition, the Company
will request confidential treatment for all such information included in its supplemental submission in accordance with SEC Rule
83.

The Company’s sponsorship of a SPAC is
intended to serve as a separate investment distinct from the Company’s primary business operations. The Company intends to
continue to focus on its current business plan as described above and in the Registration Statement and has no intention of relying
on its proposed sponsorship of a SPAC as its sole or primary source of revenue.

Consistent with the foregoing discussion, the
Company has revised the Registration to prominently disclose that it is not a blank check company under Rule 419 on both the cover
page and within the Company’s description of its business in the prospectus.

H. Roger Schwall

June 23, 2017

Page 3

 2. The scope of the formation activities you plan to undertake in connection with the formation
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.

Response:

As discussed in the Registration
Statement under the heading “SPAC Sponsorship,” the Company as sponsor of the SPAC will make an initial contribution
to the SPAC in exchange for shares and warrants in the SPAC that could represent beneficial ownership of approximately 20% of the
SPAC’s shares. The Company’s planned SPAC sponsorship is only one piece of its current business activities.

The Company believes that
its current business activities would preclude it from being characterized as an investment company under the Investment Company
Act of 1940, as amended, (the “Investment Company Act”) because it is not and does not hold itself out as being, “engaged
primarily” in the business of investing, reinvesting, or trading in securities.

In particular, the Company
is not currently and will not in the future be primarily engaged in the business of investing, reinvesting, owning, holding, or
trading in the SPAC securities. As discussed in the immediately preceding response and in the Company’s periodic filings,
the Company intends to continue to be primarily engaged in its current business activities focusing on management of oil and gas
assets in which it has indirect minority interest while seeking to enter into relationships with partners to pursue distressed
asset acquisitions in the oil and gas industry. Please also refer to the supplemental information about the Company’s ongoing
business operations included in our submission under Rule 418. Any issuer primarily engaged, directly or through a wholly-owned
subsidiary or subsidiaries, in a business or businesses other than that of investing, reinvesting, owning, holding, or trading
in securities is exempt from the requirements of the Investment Company Act under Section 3(b)(1).

In determining whether
an issuer is engaged primarily in investing in securities, the Commission generally applies the five factor test enunciated in
In re Tonopah Mining Co., 26 S.E.C. 426 (1947) (the “Toponah test”). The five factors are: (i) the company’s
historical development, (ii) its public representations of policy, (iii) the activities of its officers and directors, (iv) the
nature of its present assets and (v) the sources of its present income. Applying the Tonopah test, the Company should not
be considered an investment company.

The Company’s operating
history is inconsistent with that of an investment company: since November 2011, the Company has described itself as an oil and
gas company that pursues distressed asset acquisitions in all unconventional, onshore U.S. oil and gas basins, including over $100
million previously invested in the Williston Basin in North Dakota and Montana. In addition, the Company’s management team
has been involved with the submission of bids for joint venture partners of the Company on over $2 billion of opportunities since
June 2015. The Company’s management team would similarly be heavily involved in identifying and evaluating potential investments
in oil and gas assets by the SPAC and the ongoing management and operation of such assets if the SPAC were to make an acquisition
in the oil and gas industry.

The Company continues to
present itself to the public (and to investors) as an operating company as consistently indicated by the information provided on
the Company’s website and in its periodic and annual reports.

Likewise, the Company’s
officers and senior managers have devoted the vast majority of their time to continuing to cultivate relationships and explore
business opportunities in the oil and gas industry.

H. Roger Schwall

June 23, 2017

Page 4

As indicated in the Company’s
most recent Form 10-Q (for the quarterly period ended March 31, 2017), 100% of the Company’s revenues were derived from management
fees under a service agreement pursuant to which the Company provided services including but not limited to locating, investigating
and analyzing potential non-operator oil and gas projects and day-to-day operations related to such projects. Likewise, as noted
in the Company’s most recent Form 10-K (for the year ended December 31, 2016), the Company earned $1,049,451 in management
fees in connection with this relationship from June 21, 2016 through December 31, 2016. Although, as the Staff notes, the Company
has entered into an agreement to sell its remaining interest in this entity, the Company has no intention of ceasing operations
or changing its business plan.

The Company also believes
that it is eligible to rely on the exemption available under Section 3(c)(9) of the Investment Company Act to avoid being deemed
an inadvertent investment company under the Investment Company Act. In particular, the Company intends for substantially all of
its business to continue to consist of owning or holding oil, gas or other mineral royalties or leases or fractional interests
therein, or certificates of interest or participation relating to such mineral royalties or lease.

Notwithstanding the foregoing
discussion, the Company has revised its risk factor disclosure in the prospectus under the heading “[t]he Company may
become subject to the requirements of the Investment Company Act of 1940” to provide additional disclosure concerning
the potential risks posed by the Company’s proposed SPAC sponsorship relative to its continued compliance with the Investment
Company Act.

 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.

Response:

The Company expects that
the SPAC will focus on effecting a merger or similar business combination with a target business in the energy or energy-related
industries in light of the relevant industry background and experience of the SPAC’s management team. Nonetheless, the Company
understands that the SPAC’s efforts to identify a prospective target business will not be limited to a particular industry
or geographic region. The Company believes that the primary consideration in identifying any prospective target business will be
whether the target business has a fair market value of at least 80% of the assets held in the SPAC’s trust account. As such,
any inability to locate a target in the energy or energy-related industry would not be expected to have a material impact on the
SPAC’s ability to consummate a business combination. The registration statement has been revised throughout the prospectus
to reflect the Company’s understanding of the SPAC’s likely area of focus for a target business combination.

In addition, if the SPAC
is unable to locate a target in the energy or energy-related industry and also fails to locate a prospective target business in
a different industry, then the Company expects to continue to operate its business which includes providing management and consulting
services to joint venture partners, which is not dependent on the success of the SPAC.

Recent Developments,
page 10

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

Response:

The Company hereby confirms
that the rights offering will be open at least 20 days. The prospectus has also been revised to disclose this information in each
location that addresses the expiration of the rights offering period.

 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.

H. Roger Schwall

June 23, 2017

Page 5

Response:

Following the recapitalization
transaction that was described in the DEF14C filed on May 30, 2016, the Company did own equity interests in Black Ridge Holding
Company, LLC (BRHC). Based on oil prices and sale opportunities, Chambers elected to sell the oil and gas assets owned by BRHC
in the second quarter of 2017. The oil and gas assets were sold to an entit

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

Mail Stop 4628
May 20, 2016

James Moe
Chief Financial Officer
Black Ridge Oil & Gas, Inc.
10275 Wayzata Blvd. Suite 100
Minnetonka, Minnesota 55305

Re:  Black Ridge Oil & Gas, Inc.
Preliminary Information Statement on Schedule 14C
Filed March 31 , 2016
File No. 000 -53952

Dear Mr. Moe:

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from
taking any action with respect to the company or the filing  and the company may not assert
staff comments as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

 /s/H. Roger Schwall

H. Roger S chwall
Assistant Director
Office of Natural Resources

CORRESP
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filename1.htm

May 20, 2016

VIA EDGAR

H. Roger Schwall

Division of Corporation Finance U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Black Ridge Oil & Gas, Inc.

        Revised Preliminary Information Statement on Schedule 14C

        Filed on May 18, 2016

        Commission File Number 000-53952

Dear Mr. Schwall:

We are filing this letter on behalf of Black
Ridge Oil & Gas, Inc. (the “Company”) in connection with the filing of the Company’s Revised Preliminary
Information Statement on Schedule 14C (the “Information Statement”) with the U.S. Securities and Exchange Commission
(the “Commission”) on May 18, 2016. Attached hereto are pages of the Information Statement that were submitted via
facsimile to the Commission on May 13, 2016 as part of the correspondence that was previously uploaded to EDGAR.

If you should have any further questions, please do not hesitate
to contact me directly at (612) 335-7119.

Respectfully submitted,

Stinson Leonard Street LLP

/s/ Jill R. Radloff

Jill R. Radloff

Enclosures

    STINSON.COM

    150
                           SOUTH FIFTH STREET, SUITE 2300 • MINNEAPOLIS, MN 55402

            612.335.1500
MAIN • 612.335.1657 FAX

CORRESP
1
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    Jill R. Radloff

612.335.7119 DIRECT

612.335.1657 DIRECT FAX

jill.radloff@stinson.com

May 13, 2016

VIA EDGAR

H. Roger Schwall

Division of Corporation Finance U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Black Ridge Oil & Gas, Inc.

        Revised Preliminary Information Statement on Schedule 14C

        Filed on April 26, 2016

        Commission File Number 000-53952

Dear Mr. Schwall:

We are filing this letter on behalf of Black
Ridge Oil & Gas, Inc. (the “Company”) in connection with the filing of the Company’s Revised Preliminary
Information Statement on Schedule 14C (the “Information Statement”) with the U.S. Securities and Exchange Commission
(the “Commission”) on April 26, 2016. On May 10, 2016, the Company received a letter from the staff of the Commission’s
Division of Corporation Finance (the “Staff”) relating to the Information Statement (the “Comment Letter”).

This letter sets forth the response of the
Company to the Comment Letter. Capitalized terms used but not defined herein are given the meaning ascribed to them in the Information
Statement. For ease of reference, we have repeated the comments contained in the Comment Letter in italics.

General Overview of Actions

Actions by Consenting Stockholders, page 1

 1. We note in your revised disclosure in response to prior comment 1 that the soliciting shareholders solicited less than
10 persons in accordance with the exemption set forth in Rule 14a-2(b)(2). Please revise to better discuss the methods pursuant
to which the written consents of Twin City Technical and Irish Oil & Gas were obtained. Also, in light of your reliance on
Rule 14a-2(b)(2), please explain how you secured the consent of “certain persons” party to voting agreement consistent
with the proxy rules. In your revised footnote disclosure, please clarify, in each case, the natural person(s) who would vote such
shares subject to the voting agreement as well as those holding dispositive power over shares held by entities.

H..
Roger Schwall

May
13, 2016

Page 2

Response

The section has been revised to better discuss the
methods pursuant to which the written consents of Twin City Technical and Irish Oil & Gas were obtained. We have revised the
disclosure to describe the voting agreement. We have also revised the footnote disclosure as requested.

Principal Reasons for BRHC Transaction, page 14

 2. In response to prior comment 1, you have expanded your disclosure to indicate that “as these negotiations were ongoing,
Mr. Bradley Berman and Mr. Lyle Berman, the Company’s two largest shareholders, along with Mr. Ken DeCubellis, in their capacity
as shareholders on their own volition and not at the request of the Company reached out to certain long-standing stockholders of
the Company to advise them regarding the status of negotiations and terms of the BRHC Transaction and that consent to the BRHC
Transaction by these shareholders would be sought once the agreements were finalized and approved by the Board.” Expand your
disclosure to indicate the dates when these discussions occurred, their proximity to the dates of the meetings in which the BRHC
Transaction was being negotiated, whether the Messrs. Berman advised the Board of their discussions with the two shareholder, and
whether the Messrs. Berman considered recusing themselves from the BRHC discussions.

Response

We have expanded our disclosure on page 2 and
pages 19-20 to describe the timeframe in which the discussions with the small group of stockholders and the negotiation of
the BRHC Transaction and the communication between Messrs. Berman and the Board.

* * * *

As requested by the Staff in the Comment
Letter, the Company has authorized us to confirm the following statements on its behalf:

 · The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filing; and

 · The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

If you should have any further questions, please do not hesitate
to contact me directly at (612) 335-7119.

Respectfully submitted,

Stinson Leonard Street LLP

/s/ Jill R. Radloff

Jill R. Radloff

CORRESP
1
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    Jill R. Radloff

612.335.7119 DIRECT

612.335.1657 DIRECT FAX

jill.radloff@stinson.com

May 18, 2016

VIA EDGAR

H. Roger Schwall

Division of Corporation Finance U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Black Ridge Oil & Gas, Inc.

        Revised Preliminary Information Statement on Schedule 14C

        Filed on April 26, 2016

        Response materials received on May 13, 2016

        Commission File Number 000-53952

Dear Mr. Schwall:

We are filing this letter on behalf of Black
Ridge Oil & Gas, Inc. (the “Company”) in connection with the filing of the Company’s Revised Preliminary
Information Statement on Schedule 14C (the “Information Statement”) with the U.S. Securities and Exchange Commission
(the “Commission”) on April 26, 2016 and response materials submitted via facsimile on May 13, 2016. On May 17, 2016,
the Company received a letter from the staff of the Commission’s Division of Corporation Finance (the “Staff”)
relating to the Information Statement (the “Comment Letter”).

This letter sets forth the response of the
Company to the Comment Letter. Capitalized terms used but not defined herein are given the meaning ascribed to them in the Information
Statement. For ease of reference, we have repeated the comments contained in the Comment Letter in italics.

General

 1. Please confirm that you plan to file as correspondence on EDGAR the draft revisions that you submitted to us via facsimile
on May 13, 2016.

We will file as correspondence the response letter
that was submitted via facsimile on May 13, 2016 and file as a PRER14C the revised preliminary information statement with the draft
revisions that were submitted via facsimile on May 13, 2016.

H. Roger Schwall

May 18, 2016

Page 2

Background, Mechanics and Reasons for the Consummation of
the BRHC Transaction

General

 2. We have considered your proposed disclosure in this section in response to prior comment 2. We note, in particular, your
discussion of various meetings between the consenting shareholders, certain members of your board and Chambers pertaining to the
BRHC Transaction, as well as “regular” advisement of certain stockholders as to the ongoing nature of negotiations.
We also note that the company prepared and disseminated various summations of the putative terms of the BRHC Transaction to certain
consenting stockholders contemporaneous with the ongoing negotiations. In light of the foregoing, please confirm that the
Schedule 14C contains fully comprehensive disclosures pertaining to the BRHC Transaction, including your discussion of various
iterations of the transaction documents, materials provided to consenting shareholders and interactions between the consenting
shareholders, Chambers and the company in connection therewith. Alternatively, advise as to why you believe any such information
explicitly omitted or not otherwise presented in the information statement is not material to the non-consenting shareholders.

Response

We confirm that the Schedule 14C contains fully comprehensive
disclosures pertaining to the BRHC Transaction, including our discussion of various iterations of the transaction documents, materials
provided to consenting shareholders and interactions between the consenting shareholders, Chambers and the company. Specifically,
the disclosure contained in the Schedule 14C at page 18 identifies the key items that were negotiated as part of the term sheet
discussions with Chambers. These terms were reflected in the draft documents that were provided by Chambers and the summary provided
to consenting stockholders. The iterations of the transaction documents were limited to the open points on the management agreement
which is identified in the Schedule 14C at pages 2 and 19. In addition, as described in the Schedule 14C at pages 2 and 19, the
only materials provided to consenting shareholders consisted of summary of the terms of the transaction, which are also included
in the Schedule 14C. The Schedule 14C also describes interactions between the consenting shareholders, Chambers and the company
which consisted of regular updates centered around the timing of the transaction and when the formal written consent would be needed
as the key terms of the BRHC Transaction did not change from the original term sheet discussions with Chambers. Furthermore, we
believe any additional details of discussions with Chambers or interactions between the consenting shareholders, Chambers and the
company would not be material to the non-consenting shareholders as the terms of the BRHC Transaction are fully disclosed along
with the background of the Company’s financial situation and negotiations with Chambers.

* * * *

H. Roger Schwall

May 18, 2016

Page 3

As requested by the Staff in the Comment
Letter, the Company has authorized us to confirm the following statements on its behalf:

 · The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filing; and

 · The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

If you should have any further questions, please do not hesitate
to contact me directly at (612) 335-7119.

Respectfully submitted,

Stinson Leonard Street LLP

/s/ Jill R. Radloff

Jill R. Radloff

Mail Stop 4628
May 17, 2016

James Moe
Chief Financial Officer
Black Ridge Oil & Gas, Inc.
10275 Wayzata Blvd. Suite 100
Minnetonka, Minnesota 55305

Re:  Black Ridge Oil & Gas, Inc.
Revised Preliminary Information Statement on Schedule 14C
Filed April 26, 2016
Response materials received on May 13, 2016
File No. 000 -53952

Dear Mr. Moe:

 We have reviewed your response materials submitted via facsimile on May 13, 2016
and have the following comment s.  In some of our comments, we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your
response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise,  our references to prior comments are to comments in our May 10,
2016 letter.

General

1. Please confirm that you plan to file as correspondence on EDGAR the draft revisions
that you submitted to us via facsimile on May 13, 2016.

Background, Mechanics and R easons for the Consummation of the BRHC Transaction

General

2. We have considered your proposed disclosure in this section in response to prior
comment 2.   We note, in particular, your discussion of various meetings between the
consenting shareholders, cert ain members of your board and Chambers pertaining to
the BRHC Transaction, as well as “regular” advisement of certain stockholders as to
the ongoing nature of negotiations.   We also note that the company prepared and

James Moe
Black Ridge Oil & Gas, Inc.
May 17, 2016
Page 2

 disseminated various summations of the putative terms of the BRHC Transaction to
certain consenting stockholders contemporaneous  with the ongoing negotiations.   In
light of the foregoing, please confirm that the Schedule 14C contains fully
comprehensive disclosures pertaining to the BRHC Transa ction, including your
discussion of various iterations of the transaction documents, materials provided to
consenting shareholders and interactions between the consenting shareholders,
Chambers and the company in connection therewith.   Alternatively, advis e as to why
you believe any such information explicitly omitted or not otherwise presented in the
information statement is not material to the non -consenting shareholders.

You may contact Joseph Klinko, Staff Accountant, at (202) 551 -3824 or Lily Dang,
Staff Accountant, at (202) 551 -3867 if you have questions regarding the financial statements
and related matters.  Please contact Jerard Gibson, Staff Attorney, at (202) 551 -3473 or, in
his absence, me at (202) 551 -3745 with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

Mail Stop 4628
May 10, 2016

James Moe
Chief Financial Officer
Black Ridge Oil & Gas, Inc.
10275 Wayzata Blvd. Suite 100
Minnetonka, Minnesota 55305

Re:  Black Ridge Oil & Gas, Inc.
Revised Preliminary Information Statement on Schedule 14C
Filed April 26, 2016
File No. 000 -53952

Dear Mr. Moe:

We have reviewed your April 26, 2016 response to our comment letter and have the
following comment.  Please note that we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe
our comm ent applies to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our April 22 ,
2016 letter.

General Overview of Actions

Actions by Consenting Stockholders, page 1

1. We note in your rev ised disclosure in response to prior c omment 1 that the soliciting
shareholders solicited less than 10 person s in accordance with the exemption set forth
in Rule 14a -2(b)(2).  Please revise to  better discuss the methods pursuant to which the
written consents of Twin City Technical and Irish Oil & Gas were obtained.  Also, i n
light of your reliance on Rule 14a -2(b)(2), please explain how you secured the
consent of “certain persons” party to voting agreemen t consistent with the proxy
rules. In your revised footnote disclosure, please clarify, in each case, the natural
person(s) who would vote such shares subject  the voting agreement , as well as those
holding dispositive power over shares held by entities .

James Moe
Black Ridge Oil & Gas, Inc.
May 10, 2016
Page 2

 Principal Reasons for BRHC Transaction, page 14

2. In response to prior comment 1, you have expanded your disclosure to indicate that
“as these negotiations were ongoing, Mr. Bradley Berman and Mr. Lyle  Berman, the
Company’s two largest shareholders,  along with Mr. Ken DeCubellis, in their
capacity as shareholders on their own volition and not at the request of the Company
reached out to certain long -standing stockholders of the Company to advise them
regarding the status of negotiations and terms of the BRHC Transaction and that
consents to the BRHC Transaction by these shareholders would be sought once the
agreements were final ized and approved by the Board.”  Expand your disclosure to
indicate the date s when these discussions occurred, their proximity to the dates of the
meetings in which the BRHC transaction was being negotiated, whether the Messrs.
Berman advised the Board of their discussions with the two shareholder and whether
the Messrs. Berman co nsidered recusing themselves from the BRHC discussions.

You may contact Joseph Klinko, Staff Accountant, at (202) 551 -3824 or Lily Dang,
Staff Accountant, at (202) 551 -3867 if you have questions regarding the financial statements
and related matters.  Please contact Jerard Gibson, Staff Attorney, at (202) 551 -3473  or, in
his absence, me at (202) 551 -3745 with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
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    Jill R. Radloff

612.335.7119 DIRECT

612.335.1657 DIRECT FAX

jill.radloff@stinson.com

April 26, 2016

VIA EDGAR

H. Roger Schwall

Division of Corporation Finance U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

        Black Ridge Oil & Gas, Inc.

        Preliminary Information Statement on Schedule 14C

        Filed on March 31, 2016

        Commission File Number 000-53952

Dear Mr. Schwall:

We are filing this letter on behalf of Black
Ridge Oil & Gas, Inc. (the “Company”) in connection with the filing of the Company’s Preliminary Information
Statement on Schedule 14C (the “Information Statement”) with the U.S. Securities and Exchange Commission (the “Commission”)
on March 31, 2016. On April 22, 2016, the Company received a letter from the staff of the Commission’s Division of Corporation
Finance (the “Staff”) relating to the Information Statement (the “Comment Letter”).

This letter sets forth the response of the
Company to the Comment Letter. Capitalized terms used but not defined herein are given the meaning ascribed to them in the Information
Statement. For ease of reference, we have repeated the comments contained in the Comment Letter in italics.

General Overview of Actions, page 1:

 1. Under “Actions by Consenting Shareholders,” identify who consented to the solicitation and, if these were officers
or directors, clarify why the solicitation was not on behalf of the company.

Response:

The section has been revised to identify
who consented to the solicitation and clarify why the solicitation was not on behalf of the company. Because Messrs. Bradley Berman
and Ken DeCubellis, along with Mr. Lyle Berman acted on their own behalf as stockholders and not in their capacities as Chairman
of the Board and Chief Executive Officer, respectively, and the number of persons contacted by them were less than ten, their communications
were solicitations exempt under Rule 14a-2(b)(2). We have revised the Information Statement to clarify that the solicitation for
the written consent was not conducted by the Company and was done in reliance on the exemption under Rule 14a-2(b)(2).

      1

H. Roger Schwall

April 26, 2016

Page 2

Background, Mechanics and Reasons for the Consummation of
the BRHC Transaction

Alternatives Considered, page 17

 2. We note that you briefly highlight “a number of alternatives” considered by the board and management in this
section. Please revise to more fully describe all potential strategic alternatives considered by the board and your management
team and explain why such alternative were not pursued. As part of such discussion, please describe the events that led to the
obtainment of written consents and when that solicitation occurred relative to the company’s consideration of these alternatives.

Response:

We have revised the Information Statement
to clarify that the described alternatives were all the potential strategic alternatives considered by the board and management
team and to more fully describe all potential strategic alternatives to the BHRC Transaction and why such alternatives were not
pursued. We have also added a description to the discussion of how the written consents were solicited and when that solicitation
occurred.

* * * *

As requested by the Staff in the Comment
Letter, the Company has authorized us to confirm the following statements on its behalf:

 · The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action
with respect to the filing; and

 · The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

If you should have any further questions, please do not hesitate
to contact me directly at (612) 335-7119.

Respectfully submitted,

Stinson Leonard Street LLP

/s/ Jill R. Radloff

Jill R. Radloff

Mail Stop 4628
April 22, 2016

James Moe
Chief Financial Officer
Black Ridge Oil & Gas, Inc.
10275 Wayzata Blvd. Suite 100
Minnetonka, Minnesota 55305

Re:  Black Ridge Oil & Gas, Inc.
Preliminary Information Statement on Schedule 14C
Filed March 31, 2016
File No. 000-53952

Dear Mr. Moe:

 We have limited our review of your filing 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 these comments  within ten busine ss days by providing the
requested information or advis e us as soon as possible when you will respond.  If you do not
believe our comments appl y to your facts and circumstances, please tell us why in your
response.

After reviewing your response to these  comments, we may have  additional
comments.

General Overview of Actions, page 1

1. Under “Actions by Consenting Shareholders,” identify who consented to the
solicitation and, if these were officers or directors, clarify why the solicitation was not
on behalf of the company.

Background, Mechanics and Reasons for the Consummation of the BRHC Transaction

Alternatives Considered, page 17

2. We n ote that you briefly highlight “a number of alternatives” considered by the board
and management in this section.  Please revise to more fully describe all potential
strategic alternatives considered by the board and your management team and explain
why su ch alternatives were not pursued.  As part of such discussion, please describe
the events that led to the obtainment of written consents  and when that solicitation
occurred relative the company’s consideration of these alternatives.

James Moe
Black Ridge Oil & Gas, Inc.
April 22, 2016
Page 2

We urge all persons wh o are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company and
its management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging th at:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

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

Sincerely,

 /s/ Loan Lauren P. Nguyen for

H. Roger Schwall
Assistant Director
Office of Natural Resources

January 14, 2015

Via E -mail
Mr. James Moe
Chief Financial Officer
Black Ridge Oil & Gas, Inc.
10275 Wayzata Blvd., Suite 100
Minnetonka, Minnesota 55305

Re: Black Ridge Oil & Gas, Inc.
Form 10 -K for the Fiscal Year ended December 31, 2013
Filed March 27, 2014
File No. 000-53952

Dear Mr. Moe :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Karl Hiller

Karl Hiller
Branch Chief

CORRESP
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January 12, 2015

Via Edgar and overnight mail

Karl Hiller

Branch Chief

Division of Corporate Finance

Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, D.C. 20549-4561

 Re: Black Ridge Oil & Gas, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2013

Filed on March 27, 2014

File No. 0-53952

Dear Mr. Hiller:

We are in receipt of
your letter dated December 30, 2014 (“Staff Letter”), wherein the Staff of the Securities and Exchange Commission (the
“Commission”) submitted comments with respect to certain disclosures contained in the Annual Report on Form 10-K
for the year ended December 31, 2013 filed on March 27, 2014, of Black Ridge Oil & Gas, Inc. (the “Company”). On
behalf of the Company, set forth below are the Company’s responses to those comments. For your convenience, we have repeated
each of the comments set forth in the Staff Letter and followed each comment with the Company’s response.

Properties, page 24

Productive Oil Wells, page 26

 1. Please expand your disclosure to include the number of net productive and dry development wells
drilled during the periods ending December 31, 2013 and December 31, 2012 to comply with Item 1205(a)(2) of Regulation S-K.

Company’s
Response:

The Company purchased or participated
in the completion of 87 gross (2.57 net) wells in the period ending December 31, 2013 and participated in the completion
of 42 gross (1.62 net) wells in the period ended December 31, 2012. On page 33, the Company disclosed the additions for
2013. The Company had no dry wells drilled in either 2012 or 2013. Subject to Staff comments, in future filings the Company will
expand our disclosure to include net productive wells added and dry holes drilled even if the disclosure is none.

    1

Division
of Corporation Finance

Page 2

Reserves, page 27

 2. We note that you report a significant increase in the total net quantities of your proved undeveloped
reserves during the period ending December 31, 2013. Please expand your disclosure to reconcile the overall change since
the end of the prior year to identify and quantity the extent of the change attributable to material causes, such as revisions
of previous estimates, improved recovery, extensions and discoveries, purchases and sales, and quantities converted to developed
during the period. Please include details within an accompanying narrative to further clarify the reasons for the changes for each
material cause to comply with Item 1203(b) of Regulation S-K.

Company’s
Response:

The Company recognized significant
additions in net quantities in its proved reserves related to extensions, discoveries, acquisitions and other additions in 2013.
This was driven by the addition of 87 gross (2.57 net) producing wells through acquisition and development, and proved undeveloped
reserves associated with these drilling sites. The Company’s increase in proved undeveloped reserves grew proportionally
with the total proved reserves as shown in the table on page F-31. In response to the Staff’s comment, the following disclosure
and table is provided to clarify the change in proved reserves that occurred during the year ending December 31, 2013:

Based on the results of our December 31, 2013
reserve analysis, our proved reserves increased approximately 90% from, 2,383,581 BOE at December 31, 2012 to 4,537,591
BOE at December 31, 2013, primarily due to acquisitions, extensions, discoveries, and other additions related to drilling
activity in and adjacent to our Bakken/Three Forks acreage. We incurred approximately $14.7 million of capital expenditures for
drilling activities and $24.8 million for acreage and other expenditures during the year ended December 31, 2013, all
of which directly contributed to the increase in our proved developed reserves. No other expenditures materially contributed to
the development of proved developed reserves in 2013. As of December 31, 2013, we had 3,501,520 BOE of proved undeveloped
reserves, which is an increase of 1,627,227 BOE, or 87%, compared with 1,874,293 BOE of proved undeveloped reserves at December 31, 2012.
The increase in proved undeveloped reserves is primarily due to acquisitions, extensions, discoveries, and other additions related
to drilling activity in and adjacent to our Bakken/Three Forks acreage. During 2013, our progress toward converting proved undeveloped
reserves to proved developed reserves included the drilling and completion of 17 gross (0.74 net) undeveloped wells at a total
estimated net capital cost of $6.8 million.

During 2013, we had a negative
revision of 235,212 BOE, or 13%, of our December 31, 2012 estimated proved undeveloped reserves balance. The primary
cause for these revisions was negative well performances. Within portions of our areas of operation, actual well results underperformed
relative to the forecasts in our December 31, 2012 reserve report. The proved undeveloped forecasts in these areas have
been adjusted to reflect these well performances in our December 31, 2013 reserve report. The following table details
the changes in the quantity of proved undeveloped reserves during the year ended December 31, 2013:

    Proved

    Undeveloped

    Reserves

    (BOE)

    January 1, 2013
    1,874,293

    Revisions of previous quantity estimates
    (235,212)

    Extensions, discoveries and other additions
    1,276,860

    Purchase of reserves in place
    1,292,004

    Sales of reserves in place
    (510,785)

    PUD's converted to PDP's in 2013
    (195,640)

    December 31, 2013
    3,501,520

A substantial portion of the
information contained in the disclosure above is contained within the Form 10-K (please see tables on pages F-30 and F-31). Subject
to Staff comments, the Company will include a disclosure that is substantively consistent with the above disclosure in future filings.

    2

Division
of Corporation Finance

Page 3

 3. Please comply with Item 1203(c) of Regulation S-K, which requires disclosure about "investments
and progress made during the year to convert proved undeveloped reserves to proved developed reserves, including, but not limited
to, capital expenditures."

Company’s
Response:

We acknowledge the Staff’s
comments and the requirements of Item 1203(c) of Regulation S-K. During the year ending December 31, 2013 we incurred approximately
$6.8 million related to the conversion of 17 gross (0.74 net) wells (195.6 MBOE) from proved undeveloped (“PUD”) reserves
to proved developed reserves. We consider the amount to be reasonable and customary for the development of 0.74 net wells (approximately
$9.2 million per 1.0 net well) in the Bakken/Three Forks area. Subject to Staff comments, in future filings, we will expand our
disclosure to include a discussion of capital costs incurred in converting PUD reserves to proved developed status and will include
a disclosure that is substantively consistent with the disclosure outlined in comment 2.

 4. We note your statement that you "...do not have any material amounts of proved undeveloped
reserves that have remained undeveloped for five years or more."

Tell us the extent to which
the proved undeveloped reserves disclosed as of December 31, 2013 are not expected to be developed within five years
since your initial disclosure of these reserves. Given the general requirement to develop proved undeveloped locations within five
years of initially claiming the reserves under Rule 4-10(a)(31)(ii) of Regulation S-X, we would like to understand the nature of
any exceptions inherent in your estimates.

If any of your proved undeveloped
reserves will take more than five years to develop since initial disclosure, please refer to question 131.03 in the Compliance
and Disclosure Interpretations (C&DIs), and advise us the circumstances that you believe justify a period longer than five
years. You may find the C&DIs on our website at the following address: http://www.sec.gov/divisions/corpfiniguidance/ oilandgas-interp.htm.

Company’s Response:

The Company, as a publicly reporting
Company, began conducting oil and gas operations in 2011, at which point it first publicly disclosed its proved undeveloped reserves.
As such, there are no PUD reserves on the books for more than five years from initial booking. In accordance with Item 1203(d)
of Regulation S-K, as of December 31, 2013, we have no PUD reserves that are scheduled for development beyond five years
of initial booking. Subject to the Staff’s comments, we intend to include in our future filings a disclosure clarifying that
we have no proved undeveloped reserves that have been on the books more than five years after the date they were initially booked.

Financial Statements

Supplemental Oil and Gas Information
(Unaudited), page F-30

Oil and Natural Gas Reserve Data,
page F-31

 5. Please expand your disclosure regarding changes in proved reserves for the periods ending December 31, 2012
and 2013 to provide an explanation for significant changes reflected in each line item within your reconciliation, other than production,
to comply with FASB ASC paragraph 932-235-50-5.

Company’s
Response:

The Company recognized significant
additions in net quantities of its proved reserves relating to acquisitions, extensions, discoveries and other additions during
the years ended December 31, 2012 and December 31, 2013. The Company’s increase in proved reserves during
both of the years presented was primarily due to acquisitions, extensions, discoveries, and other additions related to drilling
activity in and adjacent to our Bakken/Three Forks acreage. During that period, the Company’s net producing well count increased
from 0.68 net wells at December 31, 2011 to 4.87 net wells at December 31, 2013. This rapid growth caused the
Company’s proved reserves to grow significantly. As a percentage of total acquisitions, extensions, discoveries and other
additions to proved reserves for the years ended December 31, 2013 and 2012, 83% and 84%, respectively, were to the Company’s
proved undeveloped reserves.

The Company sold or swapped undeveloped
acreage in 2013 that accounted for 519,119 BOE. This acreage was sold to diversify risk or because the proposed development of
this acreage did not meet our return criteria.

    3

Division
of Corporation Finance

Page 4

During 2013, we had a negative
revision of 328,374 BOE, or 14%, of our December 31, 2012 estimated proved reserves balance. The primary cause for these
revisions was negative well performances. Within portions of our areas of operation, actual well results underperformed relative
to the forecasts in our December 31, 2012 reserve report. The proved undeveloped forecasts in these areas have also been
adjusted to reflect these well performances in our December 31, 2013 reserve report.

Subject to the Staff’s
comments, and in accordance with FASB ASC Topic 932-235-50-5, the Company will enhance disclosure to that effect in future
filings.

#	#	#

The Company acknowledges
that (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing; (ii) Staff comments or changes
to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing;
and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

The Company appreciates
the Staff's efforts in assisting the Company in its compliance with applicable disclosure requirements and enhancing the overall
disclosure in its filings with the Commission. If you have any questions concerning this letter or if you would like any additional
information, please do not hesitate to call me at (952) 426-0333.

Sincerely,

/s/ James Moe

James Moe, Chief Financial
Officer

    4

December 30 , 2014

Via U.S. Mail
James Moe
Chief Financial Officer
Black Ridge Oil & Gas, Inc.
10275 Wayzata Blvd. Suite 100
Minnetonka , Minnesota 55305

Re: Black Ridge Oil & Gas, Inc.
Annual Report on Form 10 -K
 Filed March 27 , 2014
 File No. 0-53952

Dear Mr. Moe:

We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the
requested response.   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 filing and the information you provide in
response to these comments, we may have additional comments.

Properties,  page 24

Productive Oil Wells, page 26

1. Please expand your disclosure to include the number of net productive and dry
development wells drilled during the periods ending December 31, 2013 and
December  31, 2012 to comply with Item 1205(a)(2) of Regulation S-K.

Reserves, page 27

2. We note that you report a significant increase in the total net quantities of your
proved undeveloped reserves during the period ending December 31, 2013.
Please expand your disclosure to reconcile the overall change since the end  of the
prior year to identify and quantity the extent of the c hange attributable to material

James Moe
Black Ridge Oil & Gas, Inc.
December 30 , 2014
Page 2

 causes, such as revisions of previous estimates, improved recovery, extensions
and discoveries, purchases and sales, and qu antities converted to developed
during the period.  Plea se include details within an accompanying narrative to
further clarify the r easons for the changes for each  material  cause to comply with
Item 1203(b) of Regulation S -K.

3. Please comply with  Item 1203(c) of Regulation S -K, which requires d isclosure
about “investments and progress made during the year to convert proved
undeveloped reserves to proved developed reserves, including, but not limited to,
capital expenditures.”

4. We note your statement that you “...do not have any material amounts of proved
undeveloped reserves that have remained undevel oped for five years or more.”
Tell us the extent to which the proved undeveloped reserves disclosed a s of
December 31, 2013 are not expected to be developed within five years since your
initial disc losure of these reserves.  Given the general requirement to develop
proved undeveloped locations within five years of initially claiming the reserves
under Rule 4 -10(a)(31)(ii) of Regulation S -X, we would like to understand the
nature of any exceptions inh erent in your estimates.

If any of your proved undeveloped reserves will take more than five years to
develop since initial disclosure, please refer to question 131.03 in the Compliance
and Disclosure Interpretations (C&DIs), and advise us  the circumstan ces  that
you believe justify a period longer than five years.  You may find the C&DIs on
our website at the following address:
http://www.sec.gov/divisions/corpfin/guidance/oilandgas -interp.htm.

Financial Statements

Supplemental Oil and Gas Information (Unaudited), page F -30

Oil and Natural Gas Reserve Data, page F -31

5. Please expand your disclosure regarding changes in proved reserves for the
periods  ending December 31, 2012 and 2013 to provide an explanation for
significant changes  reflected in each line item within your reconciliation, other
than production, to comply  with FASB ASC paragraph 932 -235-50-5.

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the fil ing includes the information the Securities
Exchange Act of 1934 and all applicable Exchange Act rules require.   Since the company
and its management are in possession of all facts relating to a company’s disclosure, they
are responsible for the accuracy a nd adequacy of the disclosures they have made.

James Moe
Black Ridge Oil & Gas, Inc.
December 30 , 2014
Page 3

  In responding to our comments, please provide a written statement from the
company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comm ents or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

For questions regarding comments on engineering matters, you may contact John
Hodgin , Petroleum Engineer, at (202) 551 -3699 .You may contact Mark Wojciechowski ,
Staff Accountant, at (202) 551 -3759 or Karl Hiller , Branch Chief , at (202) 551 -3686 if
you have questions regarding comments on the financial statements and related matters.
Please contact P arhaum J. Hamidi , Staff Attorney,  at (202) 551 -3421 or, in his absence,
Timothy S. Levenberg , Special Counsel , at (202) 551 -3707 with any other questions.

Sincerely,

 Karl Hiller for

 H. Roger Schwall
Assistant Director

CORRESP
1
filename1.htm

June 11, 2010

 Martin R. Rosenbaum
 Direct Phone: 612-672-8326

Direct Fax: 612-642-8326
 Martin.Rosenbaum@maslon.com

 Via EDGAR

John Stickel

Attorney Advisor

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:ante5, Inc. (the "Company")

Registration Statement on Form 10

Filed April 23, 2010

File No. 000-53952

Dear Mr. Stickel:

        Contemporaneously
with the filing of this correspondence, the Company is filing both clean and marked versions of Amendment No. 4 to the Registration Statement on Form 10,
which Registration
Statement was initially filed by the Company with the Securities and Exchange Commission (the "Commission") on April 23, 2010 (the "Registration Statement"). Amendment No. 4 includes an
amended preliminary Information Statement (the "Information Statement") as Exhibit 99.1. The marked version of Amendment No. 4 shows changes made to Amendment No. 3 to the
Registration Statement filed June 10, 2010.

        On
behalf of the Company, the undersigned respectfully requests that the Registration Statement be declared effective at 2:00 p.m. Washington, D.C. time, on Friday,
June 11, 2010, or as soon thereafter as is practicable.

        In
connection with this request, the Company hereby acknowledges that:

•should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, such declaration
does not foreclose the Commission from taking any action with respect to the filing;

John
Stickel

Division of Corporation Finance

June 11, 2010

Page 2

•the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or
any other person under the federal securities laws of the United States.

        Please
contact the undersigned at (612) 672-8326 as soon as possible if you have any questions with respect to the Registration Statement or our acceleration request.

Very
truly yours,

/s/ Martin R. Rosenbaum
  Martin R. Rosenbaum

cc:Brian
Murphy, Division of Investment Management, SEC

Steven Lipscomb, Chief Executive Officer, ante5, Inc.

William M. Mower, Esq.

David Polgreen, Esq.

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

DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
         May 27, 2010  Steven Lipscomb Chief Executive Officer ante5, Inc. One Hughes Drive, Suite 606 Las Vegas, NV 89169
Re: ante5, Inc.
  Amendment No. 1 to Regist ration Statement on Form 10
  Filed May 18, 2010   File No. 000-53952

Dear Mr. Lipscomb:
We have reviewed your responses to the comments in our letter dated May 14,
2010 and have the following additional comments.
 General

1. Please provide a detailed legal analysis of  why you believe that you will not be an
investment company as defined in th e Investment Company Act of 1940 after
consummation of the spin off.  Please addre ss in this regard the fact that a large
percentage of your post spin off assets appears to consist of securities.  In addition, address the nature of the royalty  stream and its status as a possible
security.  For example, do you have any intellectual property rights in the WPT
Business or merely a right to receive payments based upon the profitability of the WPT Business?
2. Please file any agreements detailing your rights in the post spin off assets and
describe the material terms of those agreement.

Letter to ante5, Inc. shareholders

3. Please revise the first bullet point to cl arify, if true, that the guarantee of $3
million is provided only by Peer less, not Party or advise.

Steven Lipscomb
ante 5, Inc.
May 27, 2010 Page 2  Business, page 8

4. We note your response to prior comment 12 and reissue in part.  Please remove
the reference to ClubWPT.com as "innovative" on page 9.
 Risk Factors, page 16

5. We note your response to prior comme nt 15, and your statement that Mr.
Limpcomb’s compensation has been determined and added to the Executive Compensation section.  However, the risk  factor continues to state that his
compensation has not been determined on page 16 and we can not locate the
addition of such disclosure in the Ex ecutive Compensation section on page 45.
Please clarify.

* * * * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that  the filing includes all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Steven Lipscomb
ante 5, Inc. May 27, 2010 Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact John Sticke l at (202) 551-3324 with any questions.  If you need
further assistance, you may c ontact me at (202) 551-3412.
         R e g a r d s ,

         A m a n d a  R a v i t z          B r a n c h  C h i e f  –  L e g a l    cc: Via Facsimile (612) 642-8326

 David Polgreen, Esquire

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

DIVISION OF
CORPORATION FINANCE

Mail Stop 3561
         May 14, 2010  Steven Lipscomb Chief Executive Officer ante5, Inc. One Hughes Drive, Suite 606 Las Vegas, NV 89169
Re: ante5, Inc.
  Registration Statement on Form 10   Filed April 23, 2010   File No. 000-53952

Dear Mr. Lipscomb:   We have reviewed your filing and have the following comments.  Where indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at  the telephone numbers listed at the end of this letter.
 General

1. Please tell us the exemption from re gistration relied upon in completing the
referenced Plains Energy acquisition.

Steven Lipscomb
ante 5, Inc.
May 14, 2010 Page 2  Letter to ante5, Inc. shareholders

2. Please remove any suggestion that you will become a “publicly traded” company immediately after the spin-off, as you will merely be a publicly reporting
company at that time.
3. Please emphasize in the first bullet point that since shareholder will not have access to information about Peerless and its parent’s financial results and prospects, they can have no assurance th at the $3 million three-year obligation
will be met.
4. Revise to indicate under the bullet points that you presently appear to have a negative cash balance due to  your $500,000 obligation to ante4, Inc., and that you
have had operating losses for the last 2 fiscal periods, quantifying those losses.

What will happen to ante4 stock options, page 3

5. We note your disclosure that the adjusted  and substitute options will have terms
and conditions that will be "generally" inte nded to preserve the intrinsic value of
the original option and be "generally" the same as those of the original options.
Please confirm that there will be no material differences between the original options and the adjusted and substitute options, or revise to disclose such
differences.
 Summary, page 4

6. Please treat your summary and Q&A sect ions as one section and remove
repetition.
7. Please disclose that after this spin-o ff you will constitute a development stage
company.
8. Please include a brief description of th e BDO Valuation Advisors, LLC valuation
of the royalty stream.
 Business, page 8

9. Explain the business purpos e behind retaining certain royalty rights in various
shows.  Explain your intent to “monetize” these assets.  Do you plan to develop
the ante5 business further or simply collect royalties and litigation proceeds?

Steven Lipscomb
ante 5, Inc.
May 14, 2010 Page 3
10. Revise significantly to remove lengthy descriptions of WP T and its businesses
since you no longer own those.  A short summary should suffice.  If your business
is limited to royalty collections, provide descriptions of the royalty agreements.
11. We note from your disclosure on page 9 th at interest in vari ous operations were
excluded from the Party Transaction and con tinue to be part of your business, but
that receivables from Centaurus Games discussed on page 12 were transferred to Party.  Please explain to us  the reason for the different treatment of these assets.
12. Please revise to remove the marketing language from this section, including your references to ClubWPT.com as "innovative" on pages 9 and 12, to the "prestigious" casinos and poker rooms hosting WPT tournaments on page 10, and to the "innovative" sports-style prod uction of your footage on page 10.
13. Please also provide support for your claim on page 13 that Bluff Magazine is the
"world's most widely distributed" poke r magazine or remove this assertion.
 Risk Factors, page 16

14. Please include a separate risk factor that  discusses how current market conditions
are expected to impact the monetization of your assets.
15. Please include a risk factor to discuss your reliance on a single full-time officer
and the risks inherent in the loss of this officer.  Please also discuss the fact that
Mr. Limpscomb's compensation has not yet been determined.  Please also disclose that there are no independent directors.
16. Include a risk factor addressing the a dded costs of being a public company and
quantify those expected costs.
 The valuation of the Royalty Stream  is based on assumptions, page 16

17. Consistent with your disclosure on page  21, please disclose here and in the
forepart of your Q&A or summary secti on that Plains Energy was not willing to
ascribe any value to the Ante5 Assets in negotiating the terms of the Merger.
 The Spin-Off

18. Based upon your current description of the liabilities you acquired from ante4, it is difficult to gauge whether you will be required to pay some, most or all of your liability cap to ante4.  Please revise to cl arify this point to the extent possible.

Steven Lipscomb
ante 5, Inc.
May 14, 2010 Page 4  Material U.S. Federal Income Tax C onsequences of the Spin-Off, page 26

19. Please revise your disclosure on page 27 to remove the language that your disclosure is "for ge neral information only."
 Private Securities Litigat ion Reform Act, page 38

20. Please revise to remove your reference to the Private Securities Litigation Reform
Act as it does not apply to you.

Management, page 39
21. Please disclose the specific positions held by Mr. Simonelli at Business.com,
PeopleMover, The Walt Disney Company, a nd Citicorp, or remove your reference
to these various senior fina nce and operational roles.
22. Please remove the reference to Deloitte & Touche as one of the world's largest
and well-known accounting firms, as we vi ew this as inappropriate marketing
language.

Certain Relationships and Re lated Transactions, page 40
23. We note your disclosure on page 14 relate d to the brand license agreement with
your majority shareholder, Lakes Entertainm ent, Inc.  Please discuss the nature of
this transaction or tell us  why it is not necessary.

* * * * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that  the filing includes all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Steven Lipscomb
ante 5, Inc. May 14, 2010 Page 5
• should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
  We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

You may contact John Sticke l at (202) 551-3324 with any questions.  If you need
further assistance, you may c ontact me at (202) 551-3412.
         R e g a r d s ,             A m a n d a  R a v i t z          B r a n c h  C h i e f  –  L e g a l    cc: Via Facsimile (612) 642-8326

 David Polgreen, Esquire

CORRESP
1
filename1.htm

  April 29,
  2010

  David J.
  Polgreen

  Direct Phone:
  612-672-8388

  [Maslon Edelman
  Borman & Brand, LLP Letterhead]

  Direct Fax:
  612-642-8388

  David.Polgreen@maslon.com

VIA EDGAR

Securities and
Exchange Commission

Judiciary Plaza

450 Fifth Street,
N.W.

Washington, DC
20549

  Re:

  ante5, Inc.
  (the “Company”)

  Registration
  Statement on Form 10 (Commission File # 000-53952)

Ladies and Gentlemen:

On April 23, 2010, the Company filed with the Securities and
Exchange Commission (the “Commission”) a Registration Statement on Form 10
(the “Registration Statement”).  The Company filed the Registration Statement
in connection with a transaction whereby the Company’s parent company, Voyager
Oil & Gas, Inc. (formerly ante4, Inc.) (the “Parent Company”)
will distribute shares of the Company’s common stock, via a pro-rata dividend
to the Parent Company’s stockholders, in a spin-off transaction structured in
accordance with the terms of the Commission’s Staff Legal Bulletin No.4. (the “Spin-off”).

As detailed in the Registration Statement and accompanying Information
Statement (attached to the Registration Statement as Exhibit 99.1), on April 16,
2010, the Parent Company closed a transaction (the “Merger”) whereby a
wholly-owned subsidiary of the Parent Company acquired all of the outstanding
equity securities of Plains Energy Investments, Inc., a privately-held oil
and gas exploration company (“Plains”).
As a result of the Merger, the former stockholders of Plains were issued
enough Parent Company common stock so that after the closing of the Merger, the
former Plains stockholders held approximately 51% of the outstanding common
stock of the Parent Company.  As part of
the Merger, it was agreed that only holders of the Parent Company’s common
stock immediately prior to the Merger would be entitled to receive stock of the
Company in the Spin-off.

Under Section 213(c) of the Delaware General Corporations Law, any
dividend to stockholders must be made within sixty (60) days of the record date
used to determine the stockholders of record entitled to the dividend.  If the dividend is not made within that

60-day period, a new record date must be set.  To ensure that only holders of Parent Company
common stock pre-Merger received shares in the Spin-off, the board of directors
of the Parent Company set April 15, 2010 as the record date for the
dividend (the day before the closing of the Merger).  As such, in the event the Spin-off does not
take place prior to June 14, 2010, a new record date will have to be set
to determine the stockholders eligible to receive Company common stock in the
Spin-Off.  Any later record date will
therefore include shareholders that were not Parent Company stockholders of
record prior to the closing of the Merger, a result which would frustrate the
intent of the parties to the Merger.

According to Staff Legal Bulletin No.4, the Spin-off cannot be
completed without the Registration Statement having been declared effective by
the Commission.  In order to effect the
Spin-off prior to June 14, 2010, we respectfully request that the
Commission provide any comments to the Registration Statement to the Company as
quickly as possible, so that the Company can respond to those comments and
accelerate the Commission’s review process as much as is practicable.  We understand and appreciate that the
Commission has processes and procedures in place that must be followed in
connection with such a review, but any expediting of the process would greatly
help the Parent Company and the Company.

Should you have comments or questions regarding the Registration
Statement, please direct them to the undersigned at (612) 672-8388 (phone) or (612)
642-8388 (fax), or to Steven Lipscomb, the Company’s Chief Executive Officer, at
(323) 330-9881 (phone) or via email at slipscomb@ante4.com.

  Regards,

  /s/ David J.
  Polgreen

  David J.
  Polgreen, Esq.

  cc: (via email):
  Steven Lipscomb