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CORRESP
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White
River Energy Corp

609
W/ Dickson St., Suite 102 G

Fayetteville,
AR 72701

March
13, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

    Re:
    White
    River Energy Corp

    Amendment
    No. 2 to Registration Statement on Form S-1

    Filed
    February 17, 2023

    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 March 6, 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. 2 to Registration Statement Form S-1 filed February 17, 2023. Amendment No. 3 is being filed simultaneously.

The
Prospectus has been updated as appropriate to give effect to changes affecting the Company and the industry in which it operates. During
the course of our review, we noted that certain share and warrant numbers needed to be modified to give effect to certain PIPE investors
investing amounts which included different number of cents rather than whole dollars. Because the conversion price of the Series C Convertible
Preferred Stock (the “Series C”) and the warrants and based upon an assumption that the conversion price will be $1.00, we
have been required to make slight changes to the number of shares of common stock and warrants being registered. A new fee table is enclosed
and the additional fee has been paid.

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. 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.

Response:
We have revised the text relating to the acquisition of a broker-dealer on page 1 by making it clear that the change of control is of
the broker-dealer and not of the Company.

Securities
and Exchange Commission

Division
of Corporation Finance

March
13, 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. 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.

Response:
We have modified the disclosure on page 7 in accordance with the Staff’s comment.

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.

Response:
The Company’s expectation regarding the conversion of the Series A preferred shares is that the shares will be converted promptly
following the effectiveness of the registration statement. We have added this disclosure on page 33.

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.

Response:
After further consideration, we have removed the one Management Adjustment and amended the disclosure as such on page 34.

Securities
and Exchange Commission

Division
of Corporation Finance

March
13, 2023

Page
3

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 spin-off.

Response: We have added disclosure
on page 37 to the effect that because Ecoark Holdings, Inc. (“Ecoark”) is not providing any services to the
Company, there is no reason for a transition services agreement. For the same reason, we do not believe there is any risk factor particularly
since notwithstanding Ecoark’s recently publicly disclosed reverse merger transaction, its management has not changed. Further,
Ecoark’s principal executive officers are also the principal executive officers of the Company and will be able to attend to
matters such as causing the spin-off to occur, and we do not see the absence of a transition services agreement as
imposing any meaningful risk.

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.

Response:
In response to the Staff’s comment, we have revised the Selling Stockholder table to eliminate both columns that result in zeros
and add a column for the number of warrants. The four columns now consist of the first column reflecting PIPE Securities consisting of
common stock issuable upon conversion of the Series C and exercise of the warrants, the other columns reflect the breakdown of the components
of the first column including the number of warrants as requested by the Staff.

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.

Securities
and Exchange Commission

Division
of Corporation Finance

March
13, 2023

Page
4

 ● 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.

Response:
We have included a summary of these transactions in the Company Overview section on page 48 rather than the Key Developments section
as we considered this a more appropriate location for this disclosure.

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.

Response:
We have amended the charts on pages 57 and 58 to apply  footnote (3) to the 10% annual discount for estimated timing of cash flows
to correspond with that footnote and added footnote (4) to the total row which is Discounted Future Net Cash Flows. The figures have
been updated to be consistent with the presentation on page F-22 and in accordance with ASC 932. The Discounted Future Net Cash Flows
are now $3,545,472 and $5,701,791 for the years ended March 31, 2022 and 2021 and the Discounted Future Net Cash Flows are reflected
at the 10% discount.

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 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.

Response:
We have amended the charts on pages 57 and 58 to be consistent with the disclosure contained on page F-22 which had been updated to address
prior comment 37.

Securities
and Exchange Commission

Division
of Corporation Finance

March
13, 2023

Page
5

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.

Response:
We have amended the disclosure on page 60 and F-21 to clarify that the drilling activity for both 2022 and 2021 were for development
wells and there were no exploratory wells being drilled.

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.

Response:
We have amended the chart on page 60 to include a break-out of our productive oil and gas wells between gross and net. We had previously
parenthetically presented net well information. It is now part of the chart.

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.”

Response:
We have added wording to inform the readers of how the wells would be capable of production on page 60.

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