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United States securities and exchange commission logo
January 19, 2023
Jay Puchir
Chief Executive Officer
White River Energy Corp.
609 W/ Dickson St., Suite 102 G
Fayetteville, AR 72701
Re:White River Energy Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 22, 2022
File No. 333-268707
Dear Jay Puchir:
            We have reviewed your 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.
Amendment No. 1 to Registration Statement on Form S-1 filed December 22, 2022
Prospectus Summary
Planned Acquisition of a Broker-Dealer, page 1
1.We note you have entered into a letter of intent to acquire a broker-dealer and are
presently negotiating a purchase agreement and conducting due diligence for a potential
acquisition.  Please expand your disclosure to discuss the nature and terms of the letter of
intent and tell us whether you intend to file such agreement as an exhibit.
Risk Factors
We have significant ongoing capital requirements that could affect our operations if we are
unable to generate sufficient cash..., page 7
2.Please define and explain how you are a "vertically integrated" energy company given

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 January 19, 2023 Page 2
 FirstName LastNameJay Puchir
White River Energy Corp.
January 19, 2023
Page 2
your current operations.
There is currently a limited trading market for the Company's common stock, page 23
3.Please expand this risk factor to discuss that there is currently no trading market for your
warrants.
The future issuance of equity or of debt securities that are convertible into, or exercisable for
common stock..., page 26
4.Please disclose the number of shares of common stock subject to the registration rights
agreements executed in connection with the December 2022 Senior Secured Convertible
Note and the December 2022 Consulting Agreement.
Our Articles of Incorporation contain certain provisions which may result in difficulty in
bringing stockholder actions against..., page 27
5.We note you disclose here and in Section 7 of your Articles of Incorporation that the
federal district courts of the United States shall have exclusive jurisdiction over claims
brought under the Securities Act.  However, you also state that the United States District
Court for the District of Nevada shall be the exclusive venue with respect to any cause of
action brought under the Securities Act or the Exchange Act. Please revise to reconcile
these disclosures and clarify the designated exclusive forum for claims or actions arising
under the Securities Act and Exchange Act.  Please also include a description of your
exclusive forum provision under Description of Securities.
Unaudited Pro Forma Condensed Consolidated Financial Statements, page 29
6.We note that you have presented pro forma financial statements covering the year ended
March 31, 2022 and the six month interim period ended September 30, 2022, on pages 29
and 30, although without depicting any adjustments relative to the corresponding
historical financial statements on pages F-4 and F-24.

However, you appear to present historical earnings per share based on the 8,400,000
common shares that were deemed to be issued in the reverse merger and pro forma
earnings per share based on 55,410,337 common shares, which appears to represent
such deemed issuance plus the 42,253,521 common shares that you indicate may be issued
in exchange for the 1,200 Series A preferred shares, and 4,756,816 common shares that
you indicate may be issued in exchange for the Series C preferred shares included in your
sale of 190.2726308 Units from October 19, 2022 through November 8, 2022.

We see disclosures on pages F-50 and F-51 describing the Units as consisting of one share
of a newly-designated Series C Convertible Preferred Stock and five-year Warrants to
purchase up to 200% of the shares of Common Stock issuable upon conversion of the
Series C Convertible Preferred Stock; also explaining that the number of common shares
to be issued upon conversion would be determined by dividing the Stated Value of

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 January 19, 2023 Page 3
 FirstName LastNameJay Puchir
White River Energy Corp.
January 19, 2023
Page 3
$25,000 by the lower of (A) $ 1.00 and (B) 80% of the 30-day volume-weighted average
price for the period commencing on the 10th trading day immediately preceding such
date, subject to adjustment.

Given that you have no pro forma adjustments associated with the acquisition of Fortium
Holdings Corp. by White River Holdings Corp., it appears that you should revise this
section to explain why there are no material effects to illustrate in the pro forma
statements, and to limit your pro forma information to the effects of the capital changes
that have either subsequently occurred or that are expected to occur upon the effective
date of your registration statement.
7.We note that you have presented a pro forma balance sheet as of September 30, 2022 on
page 31 to illustrate your subsequent issuance of Units in exchange for $4,756,816, the
conversion of the underlying Series C preferred stock into common stock, and the
conversion of the Series A preferred stock into common stock.

Please expand your disclosure to clarify when the conversions depicted are certain to
occur relative to the effective date of your registration statement, also to clarify whether
your sale of Units is attributed to or associated with activities of the Fund described in the
first paragraph on page 7, which indicates that $3 million has been raised thus far, the last
paragraph on page 51, which indicates that approximately $3 million in drilling costs will
be provided by the Fund in exchange for working and net revenue interests, and the fourth
paragraphs on pages 55 and 80, having related details.

Please summarize your arrangement with the Fund and its activities in relation to the pro
forma presentation as necessary to clarify your rationale for either including or excluding
the associated activity, and to explain how your obligations to repurchase partnership units
issued by the Fund will appear in your financial statements.
8.We see that you present under the section Management's Adjustments on pages 34, 35 and
36, reconciliations of net loss for the year ended March 31, 2022, and for the six month
interim period ended September 30, 2022, to net loss after management's adjustments,
reflecting eleven adjustments for each period. However, the tabulation preceding the
reconciliations appears to include only some of the adjustments, without the bracket
notations that appear in the reconciliations, nor line captions that clarify whether these are
representing increases or decreases to net loss.

We note that your introduction to this section states that management determined the
items "...to be significant to enhance the understanding of the White River Holdings
business will have on our financial statements."  However, given that you have identified
White River Holdings as the accounting acquirer in a reverse merger, and sold all of the
Fortium Holdings Corp. operations for just $2 shortly thereafter, we do not see your
rationale for presenting the adjustments, or how these would be accommodated under
Rule 11-02(a)(7) of Regulation S-X, i.e. how the adjustments are limited to depicting
synergies and dis-synergies arising from the merger.

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 January 19, 2023 Page 4
 FirstName LastNameJay Puchir
White River Energy Corp.
January 19, 2023
Page 4

For example, your adjustments include an increase to revenues assuming an increase in oil
and gas production, management fee revenue assuming the Fund is able to raise $200
million in financing, and revenue from the sales of working interests, along with various
expenses that you correlate with future growth in your operations.

Please revise your disclosures to limit such adjustments to those that adhere to the
guidance referenced above, and to the extent that any adjustments are retained, also revise
the reconciliations to include appropriate line captions and brackets to indicate
incremental expense, or the absence of brackets to indicate incremental income.

Tell us the nature of support for any adjustments that you expect to retain, and remove or
explain your rationale for the separate tabulation of adjustments.
THE SPIN-OFF, page 37
9.Please disclose whether you have entered into any agreements with Ecoark, such as
a separation agreement or transition services agreement, that will govern the relationship
between you and Ecoark after the spin-off. If you have executed such agreements, file
them as exhibits to the registration statement pursuant to Item 601(b)(10) of Regulation S-
K. To the extent no such agreements exist, please address any material risks to your
business in the prospectus summary and a risk factor.
Selling Stockholders, page 46
10.Please revise the selling stockholder table to disclose the number of warrants owned by
each selling stockholder prior to the offering and the number of warrants and shares
underlying the warrants to be offered by each selling stockholder in the offering, or
advise.
Properties
Oil and Natural Gas Reserves, page 59
11.The proved reserves as of March 31, 2022 disclosed in Amendment No. 1 of Form S-1 do
not equal the proved reserves estimated in the third party reserve report as of March 31,
2022 filed as Exhibit 99.1. Provide us with an explanation for the difference or correct the
discrepancy. If the proved reserves disclosed are correct, obtain and file an updated
reserve report. Refer to the disclosure requirements in Item 1202(a)(1) of Regulation S-K.
12.Revise footnote (2) to the table of proved reserves as of March 31, 2002 to disclose
average realized price.
13.Expand your disclosure to provide a general discussion of the technologies used to
establish the appropriate level of certainty for reserves estimates from material properties
included in the total reserves disclosed. Refer to the disclosure requirements in Item
1202(a)(6) of Regulation S-K.

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 January 19, 2023 Page 5
 FirstName LastName
Jay Puchir
White River Energy Corp.
January 19, 2023
Page 5
14.Expand your disclosure of proved reserves to include the qualifications of the Company’s
technical person primarily responsible for overseeing the preparation of the reserve
estimates and describe the internal controls used in estimating reserves. Refer to the
disclosure requirements in Item 1202(a)(7) of Regulation S-K.
15.The FY 2022 net sales volumes disclosed on page 61 are higher than the FY 2022 net
production volumes disclosed on pages 61 and 64. Please expand your disclosure to
provide an explanation for the difference. Also, correct the table units shown for sales,
which currently shows both barrels/mcf and "$" as the units.  Refer to the disclosure
requirements in Item 1204 of Regulation S-K.
16.Revise the production information shown on page 61 to separately disclose production for
each field that contains 15% or more of the your total proved reserves expressed on an oil-
equivalent-barrels basis.
Drilling and Other Exploratory Activities, page 62
17.Expand your disclosure of drilling activity to include the net number of productive or dry
exploratory and development wells drilled over the past two years. Refer to the disclosure
requirements in Item 1205 of Regulation S-K.
Productive Wells, page 62
18.You disclose that the tables presented here show wells in which you "maintained an
operated ownership interest".  Revise the table to show wells in which you owned a
working interest.  See Item 1208(c)(1) of Regulation S-K.
19.Expand your disclosure of productive wells to provide the number of net productive wells.
Also, your disclosure in several locations in your filing that you own interests in a
cumulative 30,000 acres should be expanded to provide the number of: gross developed
acres, gross undeveloped acres, net developed acres, net undeveloped acres, and any
potentially expiring net undeveloped acreage. Refer to the disclosure requirements in Item
1208 of Regulation S-K.
20.The table appearing on page 62 indicates, in part, that you have 15 active producer wells
as of November 29, 2022.  However, disclosure on page 51 indicates that you have 22
productive wells in operation, which includes 11 wells producing at least 243 gross barrels
of oil per day, or BOPD, as of that date.  Review and revise your disclosure to resolve this
discrepancy.
21.Revise your disclosure under this section to clarify whether wells labeled "Inactive
Producer" or "Shut-In" are mechanically capable of production.  See Item 1208(c)(3) of
Regulation S-K.

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 January 19, 2023 Page 6
 FirstName LastName
Jay Puchir
White River Energy Corp.
January 19, 2023
Page 6
Management's Discussion and Analysis
Overview, page 63
22.We note that you have formulated various disclosures from the standpoint of Fortium
Holdings Corp., in describing a change in the business arising from your July 25, 2022
merger with White River Holdings Corp., which do not convey or reflect the historical
continuity that is generally characteristic of a reverse merger.

For example, we note the following remarks -
•"We have a limited operating history following our acquisition of White River
Holdings..." on page 3;
•"In July 2022, we acquired our oil and gas business..." on page 4;
•"White River is a holding company which beginning in late July 2022 operates in oil
and gas exploration, drilling and production..." on page 50;
•"We acquired certain oil and gas properties as part of the White River Holdings
acquisition in July 2022..." on page 59;
•"On July 25, 2022 the Company purchased 100% of the capital stock of White River
Holdings..." on page 63;
•"The financial information contained in this Prospectus reflect White River Holdings’
operations for FY 2022 and 2021 and a combination of White River Holdings and our
operations since July 25, 2022" on page 65;

If you have appropriately identified White River Holdings Corp. as the accounting
acquirer, these and other disclosures that rely on the terms we, us, and our, should be
revised where necessary to clarify or provide context, from the perspective of White River
Holdings Corp., acquiring Fortium Holdings Corp. in the reverse merger.

Please also expand your disclosures under Key Developments on page 51 to describe the
circumstances under which White River Holdings Corp. was acquired by Fortium
Holdings Corp. on March 20, 2020, along with Shamrock Upstream Energy LLC, in
exchange for $8 million; and the circumstances under which both entities were in turn, on
the same date, sold by Fortium Holdings Corp., along its subsidiaries Banner Midstream
Corp., Pinnacle Frac Transport LLC, and Capstone Equipment Leasing LLC, to Ecoark
Holdings Corp., as reported on page F-6 of your Form 10-K for the fiscal year ended
December 31, 2021.

Please include details sufficient to understand the nature and extent of operations of White
River Holdings Corp. when previously acquired and sold, the rationale for the purchase by
Fortium Holdings Corp., and the nature of its activities while held by Ecoark Holdings
Corp., its significance relative to the oth