Correspondence 0001493152-23-033041 from White River Energy Corp. (WTRV, WTRVW) (CIK 0001589361)
White River Energy Corp. (WTRV, WTRVW) (CIK 0001589361)
Date: Sept. 19, 2023 · CIK: 0001589361 · Accession: 0001493152-23-033041
AI Filing Summary & Sentiment
File numbers found in text: 333-268707
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CORRESP
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White
River Energy Corp
609
W/ Dickson St., Suite 102 G
Fayetteville,
AR 72701
September
19, 2023
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Energy & Transportation
Re:
White
River Energy Corp
Amendment
No. 9 to Registration Statement on Form S-1
Filed
September 7, 2023
File
No. 333-268707
Ladies
and Gentlemen:
This
letter is submitted by White River Energy Corp (the “Company”) in response to the oral comment received from the Staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the Company’s
Amendment No. 9 to the Registration Statement on Form S-1 filed September 7, 2023. Amendment No. 10 is being filed simultaneously. The
changes appearing in Amendment No. 10 consist of: (i) removing a sentence referring to revisions of estimates relating to changes in
performance for certain wells from the footnote to the table appearing on page F-69 in the Supplemental Information on Oil and Gas Producing
Activities for the fiscal years ended March 31, 2023 and 2022 in response to the Staff’s oral comment, and (ii) registering additional
shares of common stock issuable upon exercise of the Series C Convertible Preferred Stock and exercise of Warrants as required by the
corporate charter. Previously, the Form S-1 had used a $1.00 conversion price for determining the number of shares of common stock so
issuable. Due to a decline in the stock price, the Company is required to register additional shares. As a result, the only disclosure
revised consists of number changes in the sections titled “Capitalization,” “Unaudited Pro Forma Condensed Consolidated
Financial Statements,” “The Private Placement,” “Selling Stockholders” and “Principal Stockholders”
as well as Exhibit 107 to reflect the increase in the number of shares of common stock and warrants being registered for sale by the
selling stockholders, which securities increased by virtue of the formula for determining the conversion price for the Series C Convertible
Preferred Stock and in turn the Warrants representing 200% warrant coverage on such preferred stock.
Should
the staff have any additional questions or comments after reviewing this response letter, we would appreciate an opportunity to discuss
these comments or questions with the staff prior to the distribution of another comment letter. Please direct any questions concerning
this response letter to Michael D. Harris, of Nason Yeager Gerson Harris & Fumero, P.A., the Company’s legal counsel, at 561-644-2222,
mharris@nasonyeager.com.
Sincerely,
White
River Energy Corp
By:
/s/
Jay Puchir
Jay
Puchir, CFO
cc:
Michael
Harris, Esq.