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July 19, 2023
Jay Puchir
Chief Financial Officer
White River Energy Corp.
609 W/ Dickson St., Suite 102 G
Fayetteville, AR 72701
Re:White River Energy Corp.
Amendment No. 6 to Registration Statement on Form S-1
Filed July 5, 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 May 22, 2023 letter.
Amendment No. 6 to Registration Statement on Form S-1
Risk Factors
If the Company was subject to the Investment Company Act of 1940 or the 1940 Act, we would
be required to expend significant resources..., page 21
1.In the sentence beginning “However, the Fund does not intend to sell partnership…”
please (a) replace “will” with “is expected to” and (b) replace “exemption from registering
as” with “exclusion under Section 3(c)(1) from the definition of.”

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 July 19, 2023 Page 2
 FirstName LastName
Jay Puchir
White River Energy Corp.
July 19, 2023
Page 2
Pro Forma Condensed Consolidated Balance Sheet - March 31, 2023, page 33
2.We note that your $1,141,000 Other Transaction Adjustment on the Cash line item does
not foot down, across or equal the sum of the amounts described in footnote (1). Please
revise as necessary to resolve these inconsistencies.
Business
Key Developments, page 51
3.We note you disclosed on page 51 that as of June 15, 2023, Ault Energy had $1.4 million
in obligations related to your various drilling projects. However, due to Ault Energy’s
failure to make timely payments of the full amounts, you have concluded that Ault
Energy’s participation rights are no longer enforceable except for amounts previously paid
and for which all other obligations of Ault Energy have been satisfied.

In light of Ault Energy’s failure to make payments of the full amounts, please expand
your disclosure to clarify when you expect to receive the $1.4 million balance of the $3.25
million that is guaranteed by Ecoark, related to Ault Energy’s exercise of the participation
rights, as reported on page F-3 and disclosed in Note 11, and describe any any uncertainty
regarding recovery of the balance.
The Fund, page 53
4.We note your description of the Fund, including disclosure explaining that you have made
a commitment to reacquire the partnership interests of all investor partners in the Fund at
the earlier of 42 months after terminating the Offering, or March 31, 2027, with the
redemption amount based on a PV20 valuation though subject to your cash availability.

Please expand your disclosure to describe any rights the investor partners will have to
enforce redemption, including the terms governing recourse or remedy if you are unable
to satisfy a redemption demand.
Business
Legal Proceedings, page 59
5.Please revise your discussion of legal proceedings to include all of the information
specified in Item 103 of Regulation S-K, including the names of the parties.

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 July 19, 2023 Page 3
 FirstName LastName
Jay Puchir
White River Energy Corp.
July 19, 2023
Page 3
Note 4 - Oil and Gas Properties , page F-18
6.We note your disclosure on page F-10 indicating that you recorded a $5.5 million charge
for your oil and gas properties under the full cost ceiling test for the fiscal year ended
March 31, 2023, and disclosures on pages F-10 and F-18 stating that you recorded $5.9
million in total depletion and impairment expenses for the year. As you do not identify
any similar ceiling test write-down for the prior year, please clarify the reasons that
depletion expenses would be $0.4 million in fiscal 2023, compared to $6 million in fiscal
2022.

Provide us with a roll-forward of your oil and gas properties balances that reflects the
above charges, distinguishing between depletion and impairment expenses for each
period, and reconciled to the depletion and impairment expenses reported on page F-4.
7.Please expand your disclosures to provide all of the information required by Rule 4-
10(c)(7)(ii) of Regulation S-X, regarding capitalized costs of unproved properties,
including descriptions of the current status of the significant properties, the anticipated
timing of the inclusion of the costs in the amortization computation, and a tabulation
showing the composition of these costs.  For example, indicate the extent to which such
costs were acquisition, exploration, or development costs, and the extent to which these
costs were incurred in each of the last three fiscal years and in the aggregate for any
preceding years.
Supplemental Information on Oil and Gas Producing Activities (Unaudited)
Estimated Quantities of Proved Reserves (Bbl), page F-36
8.Your disclosure of the changes in the net quantities of proved reserves during FY 2023
and FY 2022 are not accompanied by an explanation for each category of change. Please
expand your disclosure to include an explanation of the significant components related to
each line item other than production for the periods presented. If two or more unrelated
factors are combined to arrive at the overall change, you should separately identify and
quantify each contributing factor, including offsetting factors, so the entire change volume
between periods is fully explained. Your disclosure of revisions in previous estimates
should identify the changes associated with individual factors such as: commodity prices,
costs, royalty or working interest adjustments, and well performance. Refer to the
disclosure requirements in FASB 932-235-50-5.
Exhibits
9.With reference to your Form 8-K filed July 7, 2023, please file Amendment No. 1 to
your Amended and Restated Bylaws as an exhibit to your registration statement.

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 July 19, 2023 Page 4
 FirstName LastName
Jay Puchir
White River Energy Corp.
July 19, 2023
Page 4
General
10.We note your response to prior comment 6 and reissue the comment in part. Please revise
your fee table at Exhibit 107 to ensure that disclosure regarding the securities being
offered is consistent with your prospectus and your legal opinion filed as Exhibit 5.1.
11.Please revise your prospectus to provide an organizational diagram that depicts the
structure of the company and the relationships among the company and its related entities.
            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 contact Sandra Wall, Petroleum Engineer, at
(202) 551-4727 with questions regarding the engineering comments. Please contact Liz
Packebusch, Staff Attorney, at (202) 551-8749 or Karina Dorin, Staff Attorney, at (202) 551-
3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael D. Harris, Esq.