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August 4, 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. 7 to Registration Statement on Form S-1
Filed July 25, 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 July 19, 2023 letter.
Amendment No. 7 to Registration Statement on Form S-1 filed July 25, 2023
Business
Key Developments, page 51
1.We note that you expanded disclosure in response to prior comment 3 to discuss the
uncertainty of collecting amounts due from Ault associated with certain participation
rights although you have not explained why the amount would not be received under the
arrangement with Ecoark that you previously disclosed on page 81 of the amendment that
you filed on March 29, 2023, which has been removed in the more recent amendments,
though continues to be described on page F-28, stating "The effect of this transaction for
the Company is that we begin collecting Amounts from Ecoark in satisfaction of Ault’s
account payable to us related to the Participation Rights due."

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 August 4, 2023 Page 2
 FirstName LastNameJay Puchir
White River Energy Corp.
August 4, 2023
Page 2

Please further expand your disclosures on pages 51, 81, and F-28 to describe the status of
the arrangement under which payments due from Ault were to be paid by Ecoark instead
and if you do not expect to receive the payment from either Ault or Ecoark, also describe
the recoverability assessments that you have performed in accounting for the $1.4 million
receivable from Ault Energy pursuant to the policy that you describe on page F-11. Please
also file the agreement with Ecoark as an exhibit to your registration statement. Refer to
Item 601(b)(10) of Regulation S-K.
2.We note that you have added disclosure in response to prior comment 4 to describe
various scenarios that may be available to investors in the Fund in connection with the
redemption rights that you have conveyed with their interests in the fund, which you
indicate may be exercised within 90 days of the earlier of 42 months after the offering,
and September 30, 2027, and cause you to pay fair value for the interests using a “PV20”
valuation methodology.

You indicate that as of July 24, 2023, the Fund has raised $3,250,000 and we see that you
have reported the amount as a non-controlling interest within equity on pages 28, 33, F-3,
and F-5.  However, given the redemption provision that you have described it is unclear
why you would not be reporting the balance as temporary equity, following the guidance
in FASB ASC 480-10-S99-3A.

Please also address applicability of the guidance referenced above, including paragraph 3
as to the intended scope, paragraph 4 on classification, paragraph 12(c) on initial
valuation, and paragraphs 15 and 16(c) on subsequent measurement, including the election
that would be made for instruments that are not currently redeemable.  Please submit any
revisions that you believe would be necessary to conform your presentation and
accounting to this guidance.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-1
3.Given the revisions made to Note 4 to your financial statements in response to prior
comment 7, and considering the incremental changes that may be necessary to address the
additional related comment in this letter, please discuss extending audit coverage to the
incremental content for both periods with your auditors, and advise us of your
arrangement with the auditors to address this concern, and the manner by which this will
become apparent in the audit opinions.
Note 4 - Oil and Gas Properties, page F-18
4.We understand from your response to prior comment 6, including the roll-forward
schedule that you included as Exhibit A, that you had recognized though did not disclose a
ceiling test write-down during your fiscal year ended March 31, 2022.

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 August 4, 2023 Page 3
 FirstName LastNameJay Puchir
White River Energy Corp.
August 4, 2023
Page 3
Please expand your disclosures on pages 23, F-10, and F-18, to identify this ceiling test
charge, along with your disclosure of the more recent write-down, and revise your
disclosures within the MD&A Results of Operations - Costs and Expenses section on page
66, to include a disaggregation of your depletion and ceiling test results for each period
presented in the tabulation, and to discuss the reasons for the period-to-period changes in
depletion and write-downs, as you had explained in your response.

Please also explain to us the basis on which you are presenting proved leasehold costs on
pages F-18 and F-35 and the reasons these appear to reflect some manner of net
presentation relative to the details provided in Exhibit A to your prior response letter.
Please also describe the associated implications for your measurements of accumulated
depletion and impairment, as presented in the filing, in comparison to the details provided
in Exhibit A.
Supplemental Information on Oil and Gas Producing Activities (Unaudited)
Estimated Quantities of Proved Reserves (BBl), page F-36
5.The revised disclosure you have provided in response to prior comment number 8
indicates that the revisions of estimates relate entirely to changes in the performance of
your wells.  However, disclosure elsewhere in your filing indicates that the 12 month
average price used to determine your reserves as of March 31, 2023 was substantially
higher than the corresponding price as of March 31, 2022.  Confirm for us, if true, that
changes in prices did not have an impact on your reported reserves for the 12 months
ended March 31, 2023 or March 31, 2022.  Otherwise, revise your presentation to
separately disclose the changes associated with changes in commodity prices and well
performance.  See FASB ASC 932-235-50-5(a).
General
6.We note your response to prior comment 10 and reissue the comment in part. Please
revise your fee table to reflect that you are registering 13,155,682 Warrants.
7.With reference to your Form 8-K filed July 19, 2023, please revise throughout to disclose
that the Fund has entered into a Managing Broker-Dealer Agreement with Emerson
Equity LLC. For example, we note your disclose on page 21 that your two executives
cannot raise capital for you or the Fund unless you own a broker-dealer or enter into a
placement agent agreement with another firm. Please also file such agreement as an
exhibit to the registration statement if material. Refer to Item 601(b)(10) of Regulation S-
K.
8.Please revise to update your disclosures throughout your filing, including your disclosures
that your Louisiana well is expected to begin producing oil in July 2023 and your
Mississippi well is expected to reach terminal depths and be logged by the end of July
2023.  In addition, please discuss the current status of the potential extension to the
MIPA.  In that regard, we note you disclose that you had a tentative expectation that

 FirstName LastNameJay Puchir
 Comapany NameWhite River Energy Corp.
 August 4, 2023 Page 4
 FirstName LastName
Jay Puchir
White River Energy Corp.
August 4, 2023
Page 4
an extension to the MIPA would be completed by the end of July 2023 and that the
acquisition is subject to approval by FINRA which under MIPA must be obtained by July
23, 2023.
            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.