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CORRESP
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White
River Energy Corp

609
W/ Dickson St., Suite 102 G

Fayetteville,
AR 72701

May
8, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

    Re:
    White
    River Energy Corp

    Amendment
    No. 4 to Registration Statement on Form S-1

    Filed
    March 29, 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 April 17, 2023 issued
by the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
with respect to the Company’s Amendment No. 4 to the Registration Statement Form S-1 filed March 29, 2023. Amendment No. 5 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 investors in
the PIPE Offering 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.
We have also updated the Prospectus to include recent investors in the PIPE Offering. A new fee table reflecting these developments
is included as Exhibit 107.

Additionally,
as noted in Comment  10, we have added the Common Stock and Warrants from a recent private placement. All numbers have been updated
accordingly and an additional fee 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.

Securities
and Exchange Commission

Division
of Corporation Finance

May
8, 2023

Page 2

Amendment
No. 4 to Registration Statement on Form S-1

Unaudited
Pro Forma Condensed Consolidated Financial Statements, page 29

    1.
    We
    note your introductory language explaining that the pro forma balance sheet “gives effect to the related transactions described
    below as if they had occurred on December 31, 2022” and that adjustments in the pro forma Statements of Operations “...assume
    that the related transactions occurred as of April 1, 2021.”

However,
you have not described the particular transactions for which pro forma effect is being given, identified the entities involved, or provided
an explanation of what the pro forma presentation shows, all of which are required in the introductory language pursuant to Rule 11-02(a)(2)
of Regulation S-X.

Please
revise to provide these details and also revise any language referring to adjustments that do not exist in your presentation to clarify
and correspond with your presentation. The column headers should also be revised to clearly identify the entities that are associated
with the numerical historical data.

Response:
It appears that the information missing from the introductory language on page 29 was included below the Unaudited Pro Forma Condensed
Consolidated Financial Statements on pages 31 to 33. We have moved that language to its proper pages preceding the Unaudited Pro Forma
Condensed Consolidated Financial Statements. This language has described the particular transactions for which pro forma effect is being
given which are the (1) conversion of the Series A preferred stock to common stock, and (2) the conversion of the Series C preferred
stock to common stock. These were the only pro forma adjustments identified and are clearly identified as Other Transaction Adjustments
1 and 2. In the amended Prospectus, we have replaced the term “Historical” to read “White River Holdings” to
clearly identify the accounting acquirer.

    2.
    We
    note that you present the account balances and activity of White River Holdings Corp in the pro forma financial statements that are
    intended to illustrate the effects of your reverse merger, although you do not include any corresponding accounts of Fortium Holdings
    Corp., the entity that you have identified as the accounting target, or any pro forma adjustments pertaining to the merger that would
    be incremental to the adjustment for the pending conversion of preferred to common shares.

Please
revise as necessary to illustrate the acquisition and to include any adjustments that are necessary to reflect your disposal of the business
acquired, which you indicate was comprised of Norr and Elysian on page F-35.

Securities
and Exchange Commission

Division
of Corporation Finance

May
8, 2023

Page 3

Your
disclosures under this heading and in the corresponding section of your interim financial statements should clearly convey the reasons
for your decision to sell the business and details concerning your valuation, accounting and presentation in the financial statements.

Response:
We have updated the Unaudited Pro Forma Condensed Consolidated Financial Statements to include historical columns now marked for White
River Holdings as well as Fortium Holdings Corp, and reflected as adjustment #4 the accounting for the reverse merger on pages 31 to
33 for the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the respective periods. There is no adjustment required
to the Unaudited Pro Forma Condensed Consolidated Balance Sheet as noted under § 210.3–01, the reverse merger transaction
is already reflected in such balance sheet. The only pro forma adjustments necessary to be reflected remain adjustments 1 and 2, which
are reflected appropriately.

    3.
    Given
    that you report having completed the reverse merger on July 25, 2022 and are presenting interim financial statements through December
    31, 2022, please explain to us the utility or rationale for your pro forma balance sheet presentation, and how you considered the
    guidance in Rule 11-02(c)(1) of Regulation S-X.

Response:
As noted in the response to Comment 2, the Unaudited Pro Forma Condensed Consolidated Balance Sheet already reflects the reverse merger
transaction and is appropriately stated.

Properties

Oil
and Natural Gas Reserves, page 57

    4.
    We
    note the revisions made in response to prior comment number five. Your revised presentation includes footnote 4, which describes
    PV-10. However, your presentation does not include a line item titled “PV-10”, so the purpose of this footnote is not
    clear. Separately, the reference to footnote 4 appears next to the line item titled “10% annual discount for estimated timing
    of cash flows”, and not a presentation of PV-10. Revise your presentation so that the footnotes describe items actually presented
    and are referenced to the proper line items.

Response:
We have corrected the charts on pages 57 and 58 to match the numeric reference to the footnote attributable to that reference.

Securities
and Exchange Commission

Division
of Corporation Finance

May
8, 2023

Page 4

Description
of Our Securities, page 83

Series
A Preferred Stock, page 84

    5.
    Please
    address the inconsistency between your disclosure in the third paragraph on page 84, indicating the 1,200 Series A preferred shares
    will convert into 42,254,521 shares of common stock, with disclosures elsewhere in the filing indicating the shares will convert
    into 42,253,521 common shares.

Response:
We have revised the disclosure on the cover page and elsewhere in the Prospectus to clarify that the up to 1,000 shares of
common stock are in addition to shares that are directly underlying the Series A, and their sole purpose is to provide for the treatment
of what would otherwise be fractional shares issuable to the shareholders of BitNile Metaverse, Inc., formerly known as Ecoark Holdings,
Inc. (“BitNile”) in the spin-off. Specifically, pursuant to the Series A Certificate of Designation, the 1,200 shares by
its terms converts into a total of 42,253,521 shares of common stock. However, because given the spin-off ratio would otherwise result
in the issuance of fractional shares of common stock the BitNile shareholders, the Company separately agreed to issue to BitNile shareholders
up to an 1,000 shares of common stock not contemplated by the Series A Certificate of Designation to account for the rounding up of fractional
shares that would otherwise be distributable to the BitNile record holders.

Financial
Statements

Consolidated
Balance Sheets, page F-3

    6.
    Please
    correct your references to the number of preferred and common shares that are considered to be authorized, issued and outstanding
    as of end of each period presented on a recast basis.

Please
coordinate with your auditor where revisions to the audited financial statements are necessary as you will need to obtain and file an
updated audit opinion that encompasses these revisions.

Response:
We have amended the Consolidated Balance Sheet on page F-3 to correct the references to the number of preferred and common shares that
are considered to be authorized, issued and outstanding as of the end of each period presented on a recast basis.

We
have consulted with the Company’s independent registered public accounting firm auditor who has provided a revised opinion which
is included in the amended Registration Statement on Form S-1.

Securities
and Exchange Commission

Division
of Corporation Finance

May
8, 2023

Page 5

Change
in Standardized Measure of Discounted Future Net Cash Flow, page F-22

    7.
    We
    have read your response to prior comment 7 and note your explanation of the increased Commission oil price; however, the change due
    to increased price should be captured in the line item “Net Change in Prices and Production Costs.” The line item “Revisions
    of Previous Quantity Estimates” is calculated by multiplying the “Revision of Previous Estimates” in proved reserves
    of negative 21,570 barrels times the average price at year-end 2022. Please revise your disclosure to reconcile these items. See
    FASB ASC paragraph 932-235-50-35.

Response:
We have revised the disclosure on page F-22 in the “Change in Standardized Measure of Discounted Future Net Cash Flows” to
break out the price changes in the appropriate line item.

Note
2 - Merger, page F-34

    8.
    Tell
    us your rationale in presenting the pro forma balance sheet under this heading and clarify the meaning of your present disclosure
    stating this “...reflects the details of the March 31, 2022 consolidated balance sheet as presented in the Company’s
    financial statements as a result of the share exchange.” Also address the disclosure requirements in FASB ASC 805-10-50-2(h)(3).

Response:
We have amended the disclosure in Note 2 – Merger on page F-34, and have removed the presentation of the pro forma balance
sheet as it is already reflected in the consolidated financial statements starting on page F-23. We have included the disclosure requirements
under ASC 805-10-50-2(h)(3) on F-35.

Note
20 - Subsequent Events, page F-53

    9.
    We
    note your disclosure concerning rights to participate in your oil and gas exploration and drilling ventures that were granted to
    “Ault” in July 2022, having an exercise price of $3.25 million. You associate “Ault” with Ault Alliance,
    Inc. on page 36, Ault Energy, LLC on pages 49, 50 and 61, and Ault Lending, LLC in the Form 8-K and Form 8-K/A that you filed on
    April 6, 2023 and April 7, 2023, to report certain details regarding the arrangement.

Securities
and Exchange Commission

Division
of Corporation Finance

May
8, 2023

Page 6

Please
revise disclosures throughout the filing as necessary to utilize distinct and consistent abbreviations for the counterparties being referenced
and to explain how these entities are related; the identity of the counterparties and any affiliations between the counterparties should
be clear.

You
indicate that Ault “exercised” these rights but did not make the specified payment. You further explain that Ault now owes
you $3.25 million but will not pay you $3.25 million; although your parent Ecoark Holdings, Inc., now known as BitNile Metaverse, Inc.,
will pay this amount on behalf of Ault.

Please
expand your disclosure to fully describe the participation rights that you conveyed, including the properties or projects involved, explain
how the purchase or exercise price was established, and how the transaction was considered to be complete without securing payment. Also
disclose any provisions governing recourse, including retention or recovery of the rights, in the event that you are unable to collect.

If
you plan to report the unpaid amount as an asset, also submit the analysis that you performed of the contractual arrangement and the
accounting standards that you believe would apply in formulating your view. Please file the agreement as an exhibit to comply with Item
601(b)(10) of Regulation S-K.

Response:
We have revised the Prospectus to define Ault Alliance, Inc. as “Ault”, Ault Lending, LLC as “Ault Lending” and
Ault Energy, LLC as “Ault Energy”. Each of Ault Energy, LLC and Ault Lending, LLC is a subsidiary of Ault Alliance, Inc.

We
have added additional disclosure in “Related Party Transactions” on page 83 to explain how these entities are related
with greater clarity.

We
have also added supplemental disclosure describing the transaction entered into between Ault Lending, BitNile and the Company in the
referenced Form 8-K. We have also included a form of the Participation Agreement as an exhibit to the amended Registration
Statement on Form S-1. Pursuant to an oral arrangement, following the July 2022 acquisition the Company agreed to provide Ault Lending
or its designee with the right to participate in any oil and gas drilling project undertaken by it by investing a percentage of
the Company’s funding obligation of such drilling project, and if a well is successfully drilled, logged, and completed and is
determined to be economically viable then Ault Lending or its designee will be entitled to receive its proportionate ownership through
an assigned working interest in the division order which is supplied to the midstream carrier selected to purchase the well’s production.
However, as previously disclosed Ault Lending entered into Participation Agreements in the furtherance of the foregoing as to three drilling
projects but declined to pay the Company a total of $3.25 million in connection therewith. Because of Ault Lending’s breach of
these agreements, as disclosed in the Prospectus the Company intends to continue offering the participation rights, but to
make such rights contingent upon receipt of payment therefore before any expenses are incurred with respect to a given drilling project.

Securities
and Exchange Commission

Division
of Corporation Finance

May
8, 2023

Page 7

We
utilized the guidance under ASC 310-10 for “Receivables” to record this as an asset. This receivable, which is marked on
our Consolidated Balance Sheet as “Receivable – Participation Agreements” is considered a current asset as we intend
to receive the cash within one year of recognition.

General

    10.
    We
    note you disclose that you entered into securities purchase agreements in March 2023 for the purchase of 24.28 Units for a total
    purchase price of $607,000 on the same terms as the PIPE Offering. We further note that each Unit consists of one share of Series
    C and five-year Warrants and that shares of the Series C will automatically convert into shares of common stock upon the effectiveness
    of this registration statement. Please revise the number of shares outstanding following this offering to reflect the number