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CORRESP
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filename1.htm

White
River Energy Corp

609
W/ Dickson St., Suite 102 G

Fayetteville,
AR 72701

February
17, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

  Re:
  White
  River Energy Corp

  Amendment
  No. 1 to Registration Statement on Form S-1

  Filed
  December 22, 2022

  File
  No. 333-268707

Ladies
and Gentlemen:

This
letter is submitted by White River Energy Corp (the “Company”) in response to the comment letter dated January 19, 2023 issued
by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”)
with respect to the Company’s Amendment No. 1 to Registration Statement Form S-1 filed December 22, 2022.

The
Prospectus has been updated as appropriate to give effect to changes affecting the Company and the industry in which it operates. The
unaudited financial statements have been updated through December 31, 2022 as required.

For
your convenience, each of the Staff’s comments have been restated below in their entirety, with the Company’s responses set
forth immediately beneath such comment.

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.

Response:
We have revised the Prospectus on pages 1, 57 and F-53 to add updated and expanded disclosure about the prospective broker-dealer
acquisition, including reflecting that a Membership Interest Purchase Agreement contemplating such acquisition was signed on January
23, 2023. Although we do not believe it is a material agreement, we have also included the form of Membership Interest Purchase
Agreement as a new Exhibit 10.27 to the Registration Statement.

Securities
and Exchange Commission

Division
of Corporation Finance

February
17, 2023

Page
2

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
                                            your current operations.

Response:
As described on page 7 and 49 of the Prospectus, when we describe our business as vertically integrated, we mean that our exploration
and drilling initiatives are primarily conducted in-house, with the principal exceptions being (i) wire line services to obtain exploratory
data, (ii) concrete procurement and installation at well sites, and (iii) seismic and geophysical services. We independently provide
the resources for and perform all other steps in the exploration and drilling processes, including evaluating, obtaining and maintaining
leasehold and working interests, determining drilling sites within a particular prospect, installing and operating drill rigs and related
equipment, extracting oil from the drill sites, and transporting the drilling resources and other materials resulting from these operations
after drilling has been completed. While we use third parties to assist or supplement these processes in the limited circumstances described
in the Prospectus, we otherwise conduct these activities in-house as disclosed in the Prospectus.

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.

Response:
We have revised the Prospectus on page 23 to expand the risk factor as requested.

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.

Response:
We have revised the disclosure on page 26 to disclose that there are 1,666,667 shares of common stock subject to registration
rights agreements executed in connection with the December 2022 Senior Secured Convertible Note and 1,666,667 shares related to
the December 2022 Consulting Agreement.

Securities
and Exchange Commission

Division
of Corporation Finance

February
17, 2023

Page
3

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.

Response:
We have revised the disclosure on page 27 to clarify that Section 7(b) of our Articles of Incorporation provide the United States
federal courts generally (as opposed to any specific federal court) with exclusive jurisdiction over claims brought under the Securities
Act of 1933 (the “Securities Act”). The effect of this provision is that an action under the Securities Act with respect
to the Company may only be brought in the federal courts, whereas absent such provision the federal and state courts would otherwise
have concurrent jurisdiction over such a matter. By contrast, Section 7(c) provides for the United States District Court for the District
of Nevada as the exclusive venue for any cause of action under either the Securities Act or the Securities Exchange Act of 1934 (the
“Exchange Act”), meaning such federal court is the only court in which such a case may be brought and heard. We have added
clarifying disclosure where indicated and added similar disclosure under “Description of Securities” on page 87 as
requested.

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.

Securities
and Exchange Commission

Division
of Corporation Finance

February
17, 2023

Page
4

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 $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.

Response:
We confirm your understanding of your comment on the nature of what we presented in the unaudited pro forma condensed consolidated financial
statements. On pages 33 and 34, we had disclosed that there were in fact 4 pro forma adjustments, of which 1 of these adjustments
is now presented in the historical column (as of December 31, 2022) and has been removed as a pro forma adjustment. We have added a clarification
to this paragraph stating that the adjustments presented relate to the effects of the capital changes that have either subsequently occurred
or that are expected to occur upon the effective date of the Registration Statement and have explained why we do not believe there are
other adjustments to make in the pro forma that would be material. Management has determined that there are no other material changes
to be made to the historical financial statements as a result of the acquisition of the Company by White River Holdings Corp (“White
River Holdings”), as the historical financial statements represent the continuation of White River Holdings as this
is considered a reverse merger and White River Holdings is the accounting acquirer.

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.

Securities
                                            and Exchange Commission

Division
of Corporation Finance

February
17, 2023

Page
5

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.

Response:
As noted in page 44 under the header “The Private Placement”, each share of Series C has a stated value of $25,000
(the “Stated Value”), and will automatically convert into shares of the Company’s common stock upon the earlier to
occur of (i) the effectiveness of the Registration Statement registering the sale by the holder of the shares of common stock issuable
upon conversion of the Series C, and (ii) December 31, 2023, with the number of shares of Common Stock to be determined by dividing the
Stated Value by the lower of (A) $1.00 and (B) 80% of the 30-day volume-weighted average price, or VWAP, for the period ending on the
10th trading day immediately preceding such date, subject to adjustment. We have added this disclosure in the pro forma as well at page
33.

The
sale of Units is not associated with the activities of the Fund as described in page 7.

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.

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.

Securities
and Exchange Commission

Division
of Corporation Finance

February
17, 2023

Page
6

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.

Response:

After
further consideration, the Company determined that all but one of the Management’s Adjustments (previous adjustment #4, now #1)
were unrelated to the pro forma transaction adjustments noted in adjustments 1-3 and have removed the remainder of the adjustments from
the footnotes. The