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 ped_corresp.htm FOIA Confidential Treatment Request In the version of this letter filed on EDGAR, certain confidential information was omitted pursuant to a Rule 83 confidential treatment request, which information was provided to the Staff supplementally in unredacted format. Information subject to the request that was omitted in the EDGAR version of this letter has been identified by the mark “[*]” and in the version provided supplementally to the Staff, in bracketed, bold, highlighted, underline, italicized text. August 25, 2025 Gus Rodriguez Division of Corporation Finance Office of Energy & Transportation United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: PEDEVCO Corp Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 31, 2025 File No. 001-35922 Ladies and Gentlemen: Set forth below are the responses of PEDEVCO Corp. (the “ Company ,” “ PEDEVCO ,” “ we ,” “ us ” or “ our ”), to comments received from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) by letter dated August 11, 2025, with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “ 2024 Form 10-K ”). For your convenience, we have prefaced each response by the exact text of the Staff’s corresponding comment in bold text. All references to page numbers and captions correspond to the 2024 Form 10-K unless otherwise specified. Form 10-K for the Fiscal Year ended December 31, 2024 Business Production, Sales Price and Production Costs, page 20 Securities and Exchange Commission August 25, 2025 Page 2 1. Please expand the presentation for the Chaveroo and the Wattenberg Fields to disclose production, by final product sold, of oil, gas, and other products, such as natural gas liquids to comply with Item 1204(a) of Regulation S-K. RESPONSE: The Company acknowledges the Staff’s comment. As of December 31, 2024, the Wattenberg Field in the Company’s D-J Basin Asset, and as of December 31, 2023 and 2022, the Chaveroo Field in the Company’s Permian Basin Asset and the Wattenberg Field in its D-J Basin Asset, are the fields that each comprise 15% or more of the Company’s total proved reserves. The applicable production volumes from these fields for the years ended December 31, 2024, 2023, and 2022, are represented in the table below: 2024 2023 2022 Oil (Boe): Chaveroo (Permian Asset Base) - 157,413 211,310 Wattenberg (D-J Asset Base) 199,518 220,788 61,031 Natural Gas (Mcf): Chaveroo (Permian Asset Base) - 66,270 - Wattenberg (D-J Asset Base) 445,650 354,570 125,196 NGL (Boe): Chaveroo (Permian Asset Base) - - - Wattenberg (D-J Asset Base) 59,842 52,013 9,788 Total Production (Boe)(1): Chaveroo (Permian Asset Base) - 168,458 211,310 Wattenberg (D-J Asset Base) 333,635 331,896 91,685 (1) Assumes 6 Mcf of natural gas equivalents to 1 barrel of oil. Beginning with its Annual Report on Form 10-K for the fiscal year ending December 31, 2025 (the “ 2025 Form 10-K ”), the Company will include a table similar to the one shown above reporting production, by final product sold, for the applicable period presented. FOIA CONFIDENTIAL TREATMENT REQUESTED BY PEDEVCO CORP PURSUANT TO RULE 83 (PED- 2 ) Securities and Exchange Commission August 25, 2025 Page 3 Drilling Activity, page 21 2. Please expand your disclosure to include your present activities, including the number of gross and net wells in the process of being drilled, completed, or waiting on completion, and any other related activities of material importance as of December 31, 2024 to comply with Item 1206 of Regulation S-K. RESPONSE: The Company acknowledges the Staff’s comment. As of December 31, 2024, the Company had no gross or net wells in the process of being drilled, completed or waiting on completion. Beginning with its 2025 Form 10-K, the Company will clarify by footnote to the table if and how many gross and net wells are in the process of being drilled, completed or waiting on completion, and include any other related activities of material importance. Well Summary, page 21 3. Please expand the disclosure of the number of total gross and net productive crude oil and natural gas wells in which you have a working interest to additionally include wells with royalty interests as of the end of the fiscal year to comply with Item 1208(a) of Regulation S-K. RESPONSE: The Company acknowledges the Staff’s comment. As of December 31, 2024, the Company had royalty interests in 33 gross (0.16 net) wells. Beginning with its 2025 Form 10-K, the Company will indicate by footnote to its well summary table the total number of gross and net wells in which the Company owns a royalty interest as of the end of the applicable period presented. Financial Statements Note 4 - Restatement of Previously Issued Consolidated Financial Statements, page 95 4. We note your disclosure indicating that on March 28, 2025, you concluded that an overstatement of depletion expense was material to your 2022 and 2023 financial statements and although it appears that you reached this conclusion subsequent to filing all three of your 2024 interim reports, you do not appear to have addressed the impact to those prior quarterly reports. We also note that your financial statements for the first quarter of 2024, as presented for comparative purposes in your interim report for the first quarter of 2025, do not appear to reflect the error correction. Please tell us the effects of the depletion expense errors impacting each of your 2023 and 2024 interim periods and explain how you considered the requirements pertaining to error corrections impacting prior interim periods in FASB ASC 250-10-50-11. RESPONSE: In connection with the preparation of the Company’s Consolidated Financial Statements as of and for the year ended December 31, 2024, the Company discovered an error in the calculation of depletion expense related to its oil and gas properties, and the error resulted in an overstatement of depreciation, depletion, amortization and accretion expense of approximately $1.4 million and $1.3 million for the years ended December 31, 2023 and 2022, respectively. The error was primarily the result of not adequately adjusting its depletable reserve base by including the current year’s production in the calculation of depletion expense for the applicable periods. The errors did not impact total revenue, cash flow from operations, or cash balances for the fiscal years ended December 31, 2023 and 2022, respectively. FOIA CONFIDENTIAL TREATMENT REQUESTED BY PEDEVCO CORP PURSUANT TO RULE 83 (PED-3 ) Securities and Exchange Commission August 25, 2025 Page 4 The Company restated its Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Cash Flows, Consolidated Statements of Changes in Shareholder's Equity and for Note 7 – Oil and Gas Properties, Note 13 – Earnings Per Common Share and Note 14 – Income Taxes, and as of and for the years ended December 31, 2023 and 2022, respectively. The restatement included adjustments to oil and gas properties, subject to amortization, net; depreciation, depletion, amortization and accretion; accumulated deficit; net income; and earnings per share. The Company also analyzed the impact of the errors to the interim reviews for March 31, June 30, and September 30, 2024 and 2023, respectively, and the Company deemed the amounts were not significant to the interim financial statements. This was due to the fact that the calculation error was predominantly applicable for the annual financial statements when the new reserve report was available. In order to assess the materiality of errors of the interim periods noted above, the Company applied SAB 99 guidance and the definition of materiality as: “the magnitude of an omission or misstatement in the financial statements that makes it probable that a reasonable person relying on those financial statements would have been influenced by the omitted information or made a different judgment if the correct information had been known.” Materiality Analysis The Company’s management considered the quantitative and qualitative factors outlined below to assess the materiality of the errors to the interim financial statements. This materiality assessment was conducted in connection with the preparation of the Company’s financial statements for the year ended 2024. SAB 99 recognizes that qualitative considerations may suggest that quantitative misstatements in excess of traditional materiality benchmarks are not material. Accordingly, quantitative and qualitative factors should be viewed in combination in assessing materiality. As indicated by the SEC in SAB 99, “quantifying, in percentage terms, the magnitude of a misstatement is only the beginning of an analysis of materiality; it cannot appropriately be used as a substitute for a full analysis of all relevant considerations.” As such, management further analyzed the impact of the matter. As further indicated by the SEC in SAB 99, management performed “a full analysis of all relevant considerations’ in assessing whether the changes would have been viewed by a reasonable investor as having significantly altered the ‘total mix’ of information made available.” The Company specifically considered the following quantitative and qualitative factors: FOIA CONFIDENTIAL TREATMENT REQUESTED BY PEDEVCO CORP PURSUANT TO RULE 83 (PED-4 ) Securities and Exchange Commission August 25, 2025 Page 5 Quantitative Analysis The Company’s management evaluation on the impact of the change uses the errors and omissions framework provided by the SEC Staff in SAB 99, with such analysis considering both quantitative and qualitative factors. Specific to the Company’s quantitative assessment, management first evaluated the prior periods’ misstatement against a quantitative threshold commonly used by companies and their auditors in their evaluation of whether items might be considered material to users of the financial statements. Specifically, the Company’s management compared the error revision to 10% of net income (15% - 20% for non-cash related items), and 5% of total assets based on historical experience as to what the Company’s Board of Directors (the “ Board ”) believes as material. The increase of materiality of non-cash items stems from the Company and industry having more emphasis on revenue, production, liquidity and free cash flows. The impact of the correction of the misstatements is summarized below (in thousands): As of March 31, 2024 CORRECTED CONSOLIDATED BALANCE SHEET As previously reported Impact of Adjustment As revised % Oil and gas properties, subject to amortization, net $ 87,538 $ (104 ) $ 87,434 -0.12 % Total oil and gas properties, net 94,122 $ (104 ) 94,018 -0.11 % Total assets 118,295 $ (104 ) 118,191 -0.09 % Accumulated deficit (125,704 ) $ (104 ) (125,808 ) 0.08 % Total shareholders' equity 100,014 $ (104 ) 99,910 -0.10 % Three Months Ended March 31, 2024 CORRECTED CONSOLIDATED STATEMENTS OF OPERATIONS As previously reported Impact of Adjustment As revised % Depreciation, depletion, amortization and accretion $ 3,485 $ 104 $ 3,589 2.98 % Total operating expenses 7,511 104 7,615 1.38 % Operating (loss) income 617 (104 ) 513 -16.82 % Net Income 773 (104 ) 669 -13.42 % Loss per common share: Basic 0.01 0.01 - - Diluted 0.01 0.01 - - As of March 31, 2024 CORRECTED CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Impact of Adjustment As revised % Cash Flows From Operating Activities: Net Income $ 773 $ (104 ) $ 669 -13.42 % Depreciation, depletion and amortization 3,485 104 3,589 2.98 % Net cash used in operating activities (4,295 ) - (4,295 ) 0.00 % FOIA CONFIDENTIAL TREATMENT REQUESTED BY PEDEVCO CORP PURSUANT TO RULE 83 (PED-5 ) Securities and Exchange Commission August 25, 2025 Page 6 As of June 30, 2024 CORRECTED CONSOLIDATED BALANCE SHEET As previously reported Impact of Adjustment As revised % Oil and gas properties, subject to amortization, net $ 85,211 $ (122 ) $ 85,089 -0.14 % Total oil and gas properties, net 91,754 (122 ) 91,632 -0.13 % Total assets 110,987 (122 ) 110,865 -0.11 % Accumulated deficit (123,023 ) (122 ) (123,145 ) 0.10 % Total shareholders' equity 103,157 (122 ) 103,035 -0.12 % Three Months Ended June 30, 2024 CORRECTED CONSOLIDATED STATEMENTS OF OPERATIONS As previously reported Impact of Adjustment As revised % Depreciation, depletion, amortization and accretion $ 4,242 $ 122 $ 4,364 2.86 % Total operating expenses 9,173 122 9,295 1.32 % Operating (loss) income 2,638 (122 ) 2,516 -4.61 % Net Income 2,681 (122 ) 2,559 -4.53 % Loss per common share: Basic 0.03 0.03 - - Diluted 0.03 0.03 - - As of June 30, 2024 CORRECTED CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Impact of Adjustment As revised % Cash Flows From Operating Activities: Net Income $ 3,454 $ (122 ) $ 3,332 -3.52 % Depreciation, depletion and amortization 7,727 122 7,849 1.57 % Net cash used in operating activities 295 - 295 0.00 % As of September 30, 2024 CORRECTED CONSOLIDATED BALANCE SHEET As previously reported Impact of Adjustment As revised % Oil and gas properties, subject to amortization, net $ 92,184 $ (72 ) $ 92,112 -0.08 % Total oil and gas properties, net 99,087 (72 ) 99,015 -0.07 % Total assets 114,309 (72 ) 114,237 -0.06 % Accumulated deficit (120,108 ) (72 ) (120,180 ) 0.06 % Total shareholders' equity 106,536 (72 ) 106,464 -0.07 % FOIA CONFIDENTIAL TREATMENT REQUESTED BY PEDEVCO CORP PURSUANT TO RULE 83 (PED-6 ) Securities and Exchange Commission August 25, 2025 Page 7 Three Months Ended September 30, 2024 CORRECTED CONSOLIDATED STATEMENTS OF OPERATIONS As previously reported Impact of Adjustment As revised % Depreciation, depletion, amortization and accretion $ 3,055 $ 72 $ 3,127 2.36 % Total operating expenses 6,954 72 7,026 1.04 % Operating (loss) income 2,831 (72 ) 2,759 -2.54 % Net Income 2,915 (72 ) 2,843 -2.47 % Loss per common share: Basic 0.03 0.03 - - Diluted 0.03 0.03 - - As of September 30, 2024 CORRECTED CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Impact of Adjustment As revised % Cash Flows From Operating Activities: Ner Income $ 6,369 $ (72 ) $ 6,297 -1.13 % Depreciation, depletion and amortization 10,782 72 10,854 0.67 % Net cash used in operating activities 8,547 - 8,547 0.00 % As of March 31, 2023 CORRECTED CONSOLIDATED BALANCE SHEET As previously reported Impact of Adjustment As revised % Oil and gas properties, subject to amortization, net $ 82,692 $ (38 ) $ 82,654 -0.05 % Total oil and gas properties, net 84,192 (38 ) 84,154 -0.05 % Total assets 108,134 (38 ) 108,096 -0.04 % Accumulated deficit (124,979 ) (38 ) (125,017 ) 0.03 % Total shareholders' equity 98,739 (38 ) 98,701 -0.04 % Three Months Ended March 31, 2023 CORRECTED CONSOLIDATED STATEMENTS OF OPERATIONS As previously reported Impact of Adjustment As revised % Depreciation, depletion, amortization and accretion $ 2,581 $ 38 $ 2,619 1.47 % Total operating expenses 6,535 38 6,573 0.58 % Operating (loss) income 1,629 (38 ) 1,591 -2.33 % Net Income 1,762 (38 ) 1,724 -2.16 % Loss per common share: Basic 0.02 0.02 Diluted 0.02 0.02 As of March 31, 2023 CORRECTED CONSOLIDATED STATEMENTS OF CASH FLOWS As previously reported Impact of Adjustment As revised % Cash Flows From Operating Activities: Net Income $ 1,762 $ (38.00 ) $ 1,724 -2.16 % Depreciation, depletion and amortization 2,581 38.00 2,619 1.47 % Net cash used in operating activities 1,782 - 1,782 0.00 % As of June 30, 2023 CORRECTED CONSOLIDATED BALANCE SHEET As previously reported Impact of Adjustment As revised % Oil and gas properties, subject to amortization, net $ 82,349 $ (34 ) $ 82,315 -0.04 % Total oil and gas properties, net 87,319 (34 ) 87,285 -0.04 % Total assets 107,728 (34 ) 107,694 -0.03 % Accumulated deficit (123,405 ) (34 ) (123,439 ) 0.03 % Total shareholder