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March 6, 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. 2 to Registration Statement on Form S-1
Filed February 17, 2023
File No. 333-268707
Dear Jay Puchir:
            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 January 19, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed February 17, 2023
Prospectus Summary
Planned Acquisition of a Broker-Dealer, page 1
1.We note your revised disclosure in response to prior comment 1 indicates that your
acquisition of a broker-dealer may result in a change of control.  Please revise to discuss
whether the acquisition and any related transactions will result in a change of control and
the potential material consequences and implications of any such event for shareholders.

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White River Energy Corp.
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Risk Factors
We have significant ongoing capital requirements that could affect our operations if we are
unable to generate sufficient cash..., page 7
2.We note your response to prior comment 2.  Please revise your disclosure to clarify that
"vertically integrated" means that your exploration and drilling initiatives are primarily
conducted in-house, other than (i) wire line services to obtain exploratory data, (ii)
concrete procurement and installation at well sites, and (iii) seismic and geophysical
service.
Pro Forma Financial Statements
Other Transaction Adjustments, page 33
3.We note that you have revised your disclosures in response to prior comment 7 although
plans concerning the conversion of the Series A preferred shares remain unclear.  Please
further expand your disclosure to include your expectation regarding the date these shares
will be converted to common shares and a description of any uncertainties, as may include
conditions or approvals that have not been met or received.
Management Adjustments, page 34
4.We note that you have revised your disclosures under this section in response to prior
comment 8, although have retained one management adjustment, although it is unclear
how the item meets the criteria of representing the effect of synergies or dis-synergies of
the acquisition, i.e. having conducted a reverse merger with a shell entity.

If you are able to demonstrate compliance in this regard, you would need to expand your
disclosures on page 35 to include, for each period presented, reconciliations of pro forma
earnings per share, giving effect to your management adjustment, to comply with Rule 11-
02(a)(7)(ii)(A) of Regulation S-X. Otherwise, tell us how you considered the item relative
to the guidance pertaining to autonomous entity adjustments, as described in Rule 11-
02(a)(6)(ii) of Regulation S-X, and if you believe this would be an appropriate
characterization, revise to follow the applicable presentation guidance.

If the item does not meet either criteria, you may retain a discussion of the arrangement
though should remove the associated pro forma illustration.

The Spin-Off, page 37
5.We note your response to prior comment 9.  Please expand your disclosure here and
elsewhere to disclose that you currently do not anticipate entering into any agreements in
connection with the spin-off.  In addition, please include risk factor disclosure discussing
potential risks related to the fact that you may not have any agreement governing the
relationship and respective rights and obligation between you and White River after the

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spin-off.
Selling Stockholders, page 46
6.We note your response to prior comment 10 and reissue it in part. 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 to be offered by
each selling stockholder in the offering, or advise.
Business
Key Developments, page 50
7.We note that you provided incremental disclosures in response to prior comment 22
although you did not fully address the disclosure request. Please further expand your
disclosures under Key Developments to include details responsive to the following points.

•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.

•Describe the nature and extent of operations of White River Holdings Corp. when
previously acquired and sold, the rationale for the March 2020 purchase by Fortium
Holdings Corp., the nature of its activities while held by Ecoark Holdings Corp., its
significance relative to the other subsidiaries in the earlier transaction, and the
reasons that shares of Ecoark Holdings Corp. received in exchange were distributed
to the former owners of Banner Midstream Corp.
Properties
Oil and Natural Gas Reserves, page 58
8.Your presentation on this page incudes a total of $4,849,323 that is labeled as both
Standardized Measure of Discounted Future Net Cash Flows and PV-10.  If your
calculations of the standardized measure and PV-10 are the same, add a footnote to your
presentation to clarify this and to explain why this is the case.  Alternatively, if your
calculations of the standardized measure and PV-10 are different, revise your presentation
to include both values, together with a reconciliation and explanation of the reason for the
difference between them.  Note that this comment also applies to the presentation as of
March 31, 2022 appearing on page 59.
9.The amounts presented as estimated future net cash flows, 10% annual discount for
estimated timing of cash flows and standardized measure of discounted future net cash

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flows on page 58 do not appear to agree to corresponding amounts appearing on page F-
22.  Revise your presentation to resolve these discrepancies or to clearly explain the
reasons for the differences.  Note that this comment also applies to the presentation as of
March 31, 2021 appearing on page 59.
Drilling and Other Exploratory Activities, page 61
10.We have read your response to prior comment 17 and note the additional disclosure on
page 61 of Amendment No. 2 of two net productive wells drilled in FY2022 and three net
productive wells drilled in FY 2021; however, these wells should be further categorized as
either exploratory or development wells. We also note in your response to prior comment
36 that the Company incurred exploration costs in FY 2022 and development costs in FY
2021. Please revise your disclosure according to the requirements in Item 1205 of
Regulation S-K.
Productive Wells, page 61
11.We note your response to prior comment 19 provided additional disclosure of your
gross/net developed and undeveloped acreage, but the Well Category table on page 61 of
Amendment No. 2 was not revised to provide a gross and net break-out of your productive
oil and gas wells. Please expand this table according to the requirements in Item 1208 of
Regulation S-K.
12.We have read your response to prior comment 21 and note the added statement on page 61
of Amendment No. 2 “All of the wells, with the exception of the plugged and abandoned
wells and the inactive dry-hole well, are mechanically capable of producing.” Please
expand this sentence to include wording which qualifies how the wells are capable of
production, e.g. “with additional capital expenditures.”
Description of Our Securities, page 84
13.Please expand to discuss whether your exclusive forum provision applies to actions
arising under the Exchange Act. In that regard, we note that Section 7(a) of your Articles
of Incorporation and your disclosure on page 27 reflect that your exclusive forum
provision excludes claims under the Exchange Act.
Audit Opinion, page F-2
14.We note that although you made substantive changes to the audited financial statement in
response to prior comments, the audit opinion continues to be dated October 28, 2022, as
in the prior amendment.  You will need to obtain an audit of the restated financial
statements or the corrections and file a corresponding updated or dual-dated audit opinion.

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White River Energy Corp.
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Annual Financial Statements
Note 14 - Related Party Transactions, page F-19
15.Please expand your disclosure to clarify the nature of the $13.2 million operating cash
inflow from the parent that you report on F-6, including details as necessary to understand
how your classification is consistent with the guidance in FASB ASC 230-10-45-16.
16.Please expand your disclosure stating that "Ecoark issued 1,789,041 shares of its common
stock to the Company and assumed approximately $ 11,774,455 in debt and lease
liabilities of the Company" to explain how the transaction was reflected in your financial
statements, also to include the reasons for issuing the shares and to explain how you have
accounted for the shares in subsequent periods.
Estimated Quantities of Proved Reserves (MBbl), page F-21
17.We have read your response to prior comment 34 and reviewed the expanded table of
Estimated Quantities of Net Proved Reserves – Proved Developed, Producing on page F-
22 of Amendment No. 2. We note Production for both FY 2022 and FY 2021 are included
as positive volumes. Please revise the table to include production as negative and to
address any additional changes necessary to reconcile the year to year ending volumes.
Results of Operations, page F-21
18.We have read your response to prior comment 36 and reviewed the revised table of costs
incurred on page F-22 of Amendment No. 2. Please further revise the table to include the
appropriate units, e.g. $.
Supplemental Information on Oil and Gas Producing Activities (Unaudited)
Change in Standardized Measure of Discounted Future Net Cash Flows, page F-22
19.The amounts included in the line item Revisions of Previous Quantity Estimates in your
presentation of changes in standardized measure of discounted future net cash flows
appear to reverse the entire prior year ending standardized measure.  Note that this line
item should reflect only the net change due to revisions in quantity estimates during the
year, stated at prices used in estimating proved oil and gas reserves and year-end costs.
See FASB ASC paragraph 932-235-50-35.
Interim Financial Statements
Note 14 - Related Party Transactions, page F-48
20.We note that you have revised your equity presentation in response to prior comments 39
and 40, although you now include disclosure on page F-48 stating that “all amounts due to
Ecoark were exchanged for 1,200 Series A preferred shares and classified as a capital
transaction with the adjustment to additional paid in capital as they were from a related
party. The total reclassified to additional paid in capital was $28,953,510, effective with
issuance of the 1,200 Series A.”  We note similar disclosures on pages F-3, F-5, F-23 and

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F-25 stating that “…amounts due to Ecoark Holdings, Inc. were exchanged for the Series
A Preferred shares”.

Please revise your disclosures to differentiate between the exchange that occurred in
completing the reverse merger, and the revisions that were necessary to reclassify the
intercompany accounts in the carve-out presentation in preparation for the spin-off, to
resolve the apparent inconsistencies with the disclosures referenced above. Please also
revise your annual and interim financial statements to include the error correction
disclosures prescribed by FASB ASC 250-10-50-7, concerning the revisions that are
reflected in the more recent financial statements, in contrast to the financial statements
covering the same periods that were previously filed.
21.We note that you continue to refer to the 1,200 Series A preferred shares as having a value
of $30,000,000 on page 32, in a manner that is not consistent with having applied reverse
merger accounting.  Please revise this disclosure and any similar commentary elsewhere
in the filing as necessary to clarify that the Series A shares are reflected in your historical
financial statements in place of the equity instruments held by Ecoark Holdings, Inc. on a
historical cost basis.

Also expand your disclosure to quantify the historical cost basis on the date of the merger
and to describe the various intercompany accounts that you have reclassified in deriving
that amount, including specifying any amounts that are deemed to have been permanently
contributed by Ecoark Holdings, Inc.
Exhibits
22.Please file an executed version of Exhibit 5.1.
General
23.We note your reference on page ii to the Private Securities Litigation Reform Act of
1995. Please note that the safe harbors provided by the Private Securities Litigation
Reform Act of 1995 are not available for issuers of penny stock. In that regard, we note
you disclose on page 24 that your common stock is a “penny stock.” Please revise or
advise.
24.We note your response to prior comment 49, including revisions to your fee table. We
further note that there still appear to be inconsistencies as between your prospectus, legal
opinion, and fee table with regard to the total number of shares of common stock being
registered, and the total number of shares of common stock issuable upon conversion of
outstanding shares of the Company’s Series C Convertible Preferred Stock held by the
Selling Stockholders. Please revise or advise.
25.We note your response to prior comment 51 states that you do not believe the exclusive
forum provision in the securities purchase agreement filed as Exhibit 10.8 applies to
claims under the Securities Act or the Exchange Act. Please revise your disclosure to

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explicitly state that this provision does not apply to actions arising under the Securities
Act or Exchange Act.
26.We continue to assess your response to prior comment 53 and may have further
comments.
            You may contact Lily Dang, Staff Accountant, at (202) 551-3867 or Karl Hiller,
Accounting Branch Chief, at (202) 551-3686 if you have questions regarding comments on the
financial statements and related matters. You may