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BKV Corporation

1200 17th Street, Suite 2100

Denver, CO 80202

December 9, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
     Loan Lauren Nguyen, Legal Branch Chief

    Karina Dorin, Staff Attorney

    Mark Wojciechowski, Staff Accountant

    Jenifer Gallagher, Staff Accountant

    Sandra Wall, Petroleum Engineer

Re: BKV Corporation

Registration Statement on Form S-1

Filed November 18, 2022

File No. 333-268469

To the addressees set forth
above:

This letter sets forth the
responses of BKV Corporation (the “Company,” “we,” “our”
and “us”) to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission
(the “Staff”) dated December 1, 2022 (the “Comment Letter”) relating to the Registration
Statement on Form S-1, File No. 333-268469, filed with the Securities and Exchange Commission on November 18, 2022 (the “Registration
Statement”). We have also revised the Registration Statement in response to the Staff’s comments and, concurrently
with delivery of this letter, we are publicly filing with the Securities and Exchange Commission an Amendment No. 1 to the Registration
Statement on Form S-1 (“Amendment No. 1”) that reflects these revisions and generally updates certain information
in the Registration Statement.

To assist your review, set
forth below in bold are the comments of the Staff contained in the Comment Letter and immediately below each comment is the response of
the Company with respect thereto or a statement identifying the location in Amendment No. 1 of the requested disclosure or revised disclosure.
Please note that all references to page numbers in our responses refer to the page numbers of the registration statement included in Amendment
No. 1. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 1.

Registration
Statement on Form S-1

Glossary of
Oil and Natural Gas Terms, page iii

 1. We have read your response to prior comment 4 and note the updated S-1 glossary contains
                                                                      definitions for proved reserves, probable reserves, possible reserves, and proved developed reserves which are related to the
                                                                      Petroleum Resources Management System. Please revise these definitions to conform with the Securities and Exchange
                                                                      Commission’s Regulations Par 210.4-10(a) and
to correlate with those used in your third party reserve reports.

Response:
The Registration Statement has been revised as requested. Please see pages iii-vi of Amendment No. 1.

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Summary Reserve,
Production and Operating Data

Estimated Reserves
at SEC Pricing, page 30

 2. We have read your response to prior comment 5 and note your inclusion of probable and possible reserves
disclosures in the Form S-1. However, based on your third party reserve reports these volumes include both probable developed and probable
undeveloped reserves and possible developed and possible undeveloped reserves. Expand your disclosure further to separately present the
volumes related to each of these reserve categories.

Response:
The Registration Statement has been revised as requested. Please see pages 32-40 and 193-200 of Amendment No. 1.

 3. We have read your response to prior comment 6 and note your detailed explanation of the changes in
proved developed and proved undeveloped reserves does not provide a breakout of the 19.5 MMcfe of minerals in place purchased during 2021.
Please expand your disclosures on pages 33, 107-108 and 191 of Form S-1 to include an explanation of proved developed vs. proved undeveloped
for these volumes.

Response:
The Registration Statement has been revised as requested. Please see pages 36, 112 and 196-197 of Amendment No. 1.

Estimated Reserves
at NYMEX Strip Pricing, page 34

 4. Based on our review of the third party reserve reports filed as Exhibits 99.14 to 99.18, the Form S-1
presentation of Estimated Reserves at NYMEX Strip Pricing appears to include two incorrect values on pages 35 and 192. The first is the
value for “Total Estimated Proved Reserves (MMcfe)” under “Estimated Proved Reserves at NYMEX Strip Pricing,”
and the second is the value for “Natural Gas Liquids (MBbls)” under “Estimated Probable Reserves at NYMEX Strip Pricing.”
Please verify or correct the values disclosed.

Response:
The Registration Statement has been revised to correct the referenced values. Please see pages 37-38 and 198 of Amendment No. 1.

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Barnett Assets

Supplemental
Oil and Gas Information (unaudited), page F-88

 5. Your response to prior comment number 37 from our letter dated October 13, 2022 indicates that you
were not “provided” with reserve studies for the acquired properties. However, Rule 3-05(f)(1) of Regulation S-X provides
for an alternative reserve computation in cases where “prior year reserve studies were not made”. Clarify for us whether prior
year reserve studies were made for the acquired properties.

Response:
The Company respectfully notes that it is the Company’s understanding that prior year reserve studies were not made
specifically for the acquired properties. As a result, the Company applied the rollback method in accordance with Rule 3-05(f)(1) of
Regulation S-X.

In connection
with the Exxon Barnett Acquisition, the Company received from XTO Energy, Inc. (“XTO”) and reviewed only aggregated
data, such as summarized property information, consolidated net quarterly lease operating statement and monthly production data. The
Company requested, but was not able to obtain, any prior year reserve studies or third-party reserve reports, daily well production
data, forecasts or type curves with respect to the acquired properties. XTO informed the Company that (i) any reserve studies made
were prepared only at the company-wide level (together with XTO’s other properties that were not included in the Exxon Barnett
Acquisition and, therefore, those reserve studies would not be made available to the Company), and (ii) there were no prior year
reserve studies made at the Barnett asset level for the acquired properties.

* * *

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We appreciate your attention
to this matter and hope the foregoing answers are responsive to your comments. Please direct any questions or comments regarding this
correspondence to the undersigned or to our counsel, Samantha Crispin of Baker Botts L.L.P. at (214) 953-6497, Preston Bernhisel of the
same firm at (214) 953-6783 or Adorys Velazquez of the same firm at (212) 408-2523.

    Very
    truly yours,

    BKV
    Corporation

    By:
     /s/ Christopher P. Kalnin

    Name:

    Christopher P. Kalnin

    Title:
    Chief Executive Officer

cc: Samantha Crispin, Baker Botts L.L.P.

Preston Bernhisel, Baker Botts L.L.P.

Adorys Velazquez, Baker Botts L.L.P.

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