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June 21, 2023
James Ballengee
Chief Executive Officer
Vivakor, Inc.
4101 North Thanksgiving Way
Lehi, UT 84043
Re:Vivakor, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed May 31, 2023
File No. 001-41286
Dear James Ballengee:
            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 these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed May 31, 2023
Proposal 1. Approval of Acquisition Stock Issuance
Consequences of Not Approving the Share Issuance Proposal, page 8
1.We note your disclosure indicating that if stockholders do not approve this proposal,
you "will have to pay the principal amount of the Notes, together with all accrued interest
due thereon, on a monthly basis in an amount equal to the Monthly Free Cash Flow (as
defined in the Notes) beginning September 20, 2022 and continuing thereafter on each
successive payment date."  Please expand your disclosure to define Monthly Free Cash
Flow and provide quantitative information regarding the principal amount and interest
accrued since September 20, 2022 and due to date.  In addition, disclose the consequences
if the stockholders do not approve this proposal and you are unable to meet the payment
obligations that are due pursuant to the Membership Interest Purchase Agreement.

 FirstName LastNameJames Ballengee
 Comapany NameVivakor, Inc.
 June 21, 2023 Page 2
 FirstName LastName
James Ballengee
Vivakor, Inc.
June 21, 2023
Page 2
General
2.We note that Proposal 1 is a solicitation of your stockholders for the issuance of shares
upon the conversion of promissory notes issued pursuant to the Membership Interest
Purchase Agreement, as amended, with Jorgan Development, LLC in connection with the
acquisition of Silver Fuels Delhi, LLC and White Claw Colorado City, LLC. Given that
this proposal involves a solicitation of stockholders for the purpose of approving the
issuance of additional securities in connection with the acquisition of the above specified
companies, and your stockholders will not have a separate opportunity to vote upon the
transaction, pursuant to Note A of Schedule 14A, your disclosure should include all
information required by Items 13 and 14 of Schedule 14A.
3.Please expand your disclosure to describe all material terms of the Acquisition
Agreement, as amended, including provisions related to the filing of a registration
statement for the Note Payment Shares and the potential consequences to the company if
such registration statement is not declared effective by the Commission.
4.We note that you have not filed your Form 10-Q for the quarter ended March 31, 2023 nor
have you filed a notification of inability to timely file your periodic report pursuant to
Exchange Act Rule 12b-25.  Please comply with your reporting obligation under Rule
13a-13 of Regulation 13A.
            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 Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Scott E. Linsky