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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

Date
September 7, 2023
Author
White
Form
CORRESP
Company
White River Energy Corp. (WTRV, WTRVW) (CIK 0001589361)

Letter

White River Energy Corp

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

Show Raw Text
CORRESP
1
filename1.htm

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.