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November 10, 2022
Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, CO 80202
Re:BKV Corporation
Amendment No. 2 to Draft Registration Statement
Submitted October 26, 2022
CIK No. 0001838406
Dear Christopher P. Kalnin:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
October 13, 2022 letter.
Amendment No. 2 to Draft Registration Statement
Prospectus Summary
Carbon Capture, Utilization and Sequestration, page 5
1.We note your response to prior comment 3.  Your revised disclosure provides that the
initial CCUS project will represent more than 8% of your estimated Scope 1 and 2
upstream emissions from your owned and operated upstream businesses, with the first
injection scheduled for the second half of 2023.  Additionally, you disclose that
you expect the second CCUS project to initially offset your current Scope 1 and 2 annual
emissions from your owned and operated upstream businesses by approximately 2%,
bringing you closer to your goal of reaching net zero across your Scope 1 and 2 owned

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 November 10, 2022 Page 2
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
November 10, 2022
Page 2
and operated upstream emissions by the end of 2025.  You further clarified that you are
currently evaluating and discussing with third parties three to ten additional CCUS
projects (inclusive of the projects with Verde CO2), although you have not reached final
investment decisions on these projects.  Please revise to further balance your disclosure
and substantiate your goal of reaching net zero across your Scope 1 and 2 owned and
operated upstream emissions by the end of 2025.
2.We note the new disclosure that assuming you reach final investment decision with
respect to each of the "three to ten additional CCUS projects (inclusive of the projects
with Verde CO2).projects," you would expect to develop and complete each of these
projects during the next several years based on economics supported by the carbon tax
credits available under Section 45Q of the Code.  Revise the disclosure to clarify the
reference to "next several years" and explain whether you are referring to all ten additional
CCUS projects.  If you do not have a specific timeline, revise to state so.
Our Company
Path to Net Zero Emissions, page 7
3.Please revise your graphs to define the term "High Fidelity."
Business Strategy, page 9
4.Disclosures on page 10 include estimates of Petroleum Resources Management System
(PRMS) 3P reserves:
•As of September 31, 2022, our Barnett refrac program has added 491 Bcfe of proved
reserves since its inception in early 2021, with an estimated 1.1 Tcfe net proved,
probable and possible ("3P") reserves at less than an average $0.70/Mcfe finding and
development costs during 2021.
•Our Barnett new well drilling program has added 1.1 Tcfe of proved reserves since
our entry into the Barnett with a total estimate of approximately 2.1 Tcfe 3P
reserves.

Please revise these disclosures to separately present the estimated volumes of proved
reserves, probable reserves and possible reserves rather than as a 3P total and remove the
related PRMS definition of "3P" from the glossary of oil and gas terms.

Additionally, expand your disclosure to include a discussion of the uncertainty related
to probable and possible reserves and the appropriate cautionary language indicating such
estimates and the related future cash flows have not been adjusted for risk due to that
uncertainty, and therefore they may not be comparable with each other and should not be
summed arithmetically with each other. Refer to the disclosure requirements in Item
1202(a)(5) of Regulation S-K and to question 105.01 in the Compliance and Disclosure
Interpretations (C&DIs") regarding Oil and Gas Rules.

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 November 10, 2022 Page 3
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
November 10, 2022
Page 3
Summary Reserve, Production and Operating Data, page 26
5.We have reviewed your response to prior comment 11 and note the DRS Amendment No.
2 discloses only proved reserves; however, the reserve reports filed as Exhibits 99.1 to
99.13 still present estimates of proved, probable and possible reserves. For filing
consistency, please obtain and file revised reserve reports which exclude estimates of
probable and possible reserves, or update your filing accordingly.
6.We note the revisions made in response to prior comment number 15.  The factors
quantified in your expanded disclosure do not appear to reconcile the change between
beginning and ending proved undeveloped reserves.  Additionally,  in some cases, the
descriptions are unclear as to whether the identified factor impacted proved developed or
proved undeveloped reserves.  For example, the revised disclosure under "2021 Activity"
indicates that "the remaining upward adjustment of 139.8 Bcfe relates to upward
performance adjustments of 219.2 Bcfe offset by a downward revision of 79.4 Bcfe due to
increased production costs" without indicating the extent to which proved developed or
proved undeveloped reserves were impacted.  Further revise the disclosure under this
section to provide clear, complete disclosure that fully explains the changes in proved
undeveloped reserves.  Refer to the disclosure requirements in Item 1202(b) of Regulation
S-K.
7.We have reviewed your response to prior comment 16 and note the disclosures on pages
28 and 172 of the volumes converted to proved developed reserves during the nine months
ended September 30, 2022 and the year ended December 31, 2021 include volumes of
proved developed non-producing reserves which were already categorized as proved
developed. Please revise your disclosure to only include the volumes of proved
undeveloped reserves converted to proved developed reserves and their associated
investments during these periods presented. Refer to the disclosure requirements of Item
1203(c) of Regulation S-K.
Note 3. Supplemental Pro Forma Oil and Gas Reserves Information, page 95
8.The DRS Amendment No. 2 contains several instances where the mid-year date of “June
30, 2022” is inconsistent with the current Amendment date used of “September 30, 2022”:
1.Supplemental Pro Forma Oil and Gas Reserves Information  (pages 95 and F-87)
states “proved reserves estimates were calculated by adding back production (rolled
back) and adjusting for pricing from a reserve report prepared by Ryder Scott, as of
June 30, 2022.”
2.Sales Volumes and Unit Prices  (page 161) states “The following table summarizes
sales volumes, sales prices and production cost information for our natural gas and
production for the nine months ended September 30, 2022 and 2021,” however,
the Sales Volumes table and Average Sales Prices table include a column titled “ Six
Months Ended.”
Please correct these date inconsistencies or explain why changes are not needed.

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 November 10, 2022 Page 4
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
November 10, 2022
Page 4
9.For ease of comparison with reserve information provided elsewhere in your filing, revise
this section to include a presentation of natural gas, NGL and oil reserves on a combined
equivalent basis.
10.Discussion under the heading "2021 Activity" indicates that the pro forma combined
proved reserves increased by 1,808.5 Bcfe.  However, this appears to be the amount by
which actual historical reserves increased during 2021.  Review and revise the discussion
under this section to include a clear and complete discussion of changes in pro forma
reserves.   The revised disclosure should address the overall change for each line item in
the tabular reconciliation by separately identifying and quantifying each contributing
factor, including offsetting factors, so that the changes in net proved reserves between
periods are fully reconciled and explained. Disclosure relating to extensions and
discoveries should include the volumes added as new proved undeveloped reserves and
the volumes added as proved developed during the year for wells that were not assigned
proved undeveloped reserves at the beginning of the year. Disclosure relating to revisions
in previous estimates should identify individual underlying factors as changes caused by
costs, commodity prices, well performance, uneconomic proved undeveloped locations
and removal of proved undeveloped locations due to changes in a previously adopted
development plan and locations removed that will not be converted to developed status
within five years of initial disclosure as proved undeveloped reserves
Business
Our Operations, page 155
11.Please revise your disclosure to clarify the meaning of the arrows included in your images
on pages 155 and 156.  In that regard, we note the images include references to Atmos,
Midcon Express, Enterprise to Gulf South, Millenium and Dominion.
Environmental, Health, Safety and Climate Change Considerations, page 177
12.We note your revised disclosure in response to prior comment 30.  Please expand to
describe how you exceed your ESG program goals and describe your baseline score for
transparent quantification of BKVs emission.
Standardized Measure of Discounted Future Net Cash Flows, page F-51
13.We have reviewed the confidential supplemental information provided in response to prior
comment 35 and note the sum of the scheduled costs provided appears to not equal the
standardized measure's future development costs of $1,051.9 million disclosed on pages
98 and F-51 of Amendment No. 2. Please update the supplemental information to provide
the schedule of additional costs or explain the reason for the difference.

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 November 10, 2022 Page 5
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
November 10, 2022
Page 5
Barnett Assets
Supplemental Oil and Gas Information (Unaudited), page F-87
14.We continue to consider your response to prior comment number 37 and may have
additional comment.
            You may contact Mark Wojciechowski, Staff Accountant, at (202) 551-3759 or Jenifer
Gallagher, Staff Accountant, at (202) 551-3706 if you have questions regarding comments on the
financial statements and related matters. You may contact Sandra Wall, Petroleum Engineer, at
(202) 551-4727 with questions about engineering comments. Please contact Karina Dorin, Staff
Attorney, at (202) 551-3763 or Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Samantha Hal Crispin