SecProbe.io

CORRESP
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 filename1.htm

 BKV CORPORATION

 1200 17th Street, Suite 2100

 Denver, CO 80202

 November 26, 2025

 BY EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Claudia Rios

 RE: BKV Corporation

 Registration Statement on Form S-3

 File No. 333-290676

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, BKV Corporation (the "Registrant") hereby requests that the effective date of the above-referenced
Registration Statement on Form S-3 (File No. 333-290676) be accelerated to 4:00 p.m., Eastern Time, on December 1, 2025, or as soon as practicable
thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Baker Botts
L.L.P., by calling Samantha H. Crispin at (214) 953-6497.

 [ Signature Page Follows ]

 Sincerely,

 BKV CORPORATION

 By:
 /s/ Christopher P. Kalnin

 Name:
 Christopher P. Kalnin

 Title:
 Chief Executive Officer

 cc: Lindsay B. Larrick, BKV Corporation
Samantha H. Crispin, Baker Botts L.L.P.
M. Preston Bernhisel, Baker Botts L.L.P.

 Signature Page to Acceleration
Request

CORRESP
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September 23, 2024

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

    Office of Energy & Transportation

    RE:

    BKV Corporation

    Registration Statement on Form S-1, as amended (the “Registration Statement”)

    File No. 333-268469

    Request for Acceleration of Effective Date

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citigroup Global Markets
Inc. and Barclays Capital Inc., as representatives of the several underwriters, hereby join BKV Corporation, the issuer of the securities
being registered (the “Registrant”), in requesting that the effective date of the above-referenced Registration Statement
be accelerated to 3:00 p.m. Eastern Time, on September 25, 2024, or as soon as practicable thereafter.

Pursuant to Rule 460 under the Act, please
be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers,
institutions and others, prior to the requested effective time of the Registration Statement.

We, as representatives of the several underwriters,
have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

[Signature Page Follows]

Sincerely,

    Citigroup Global Markets Inc.

    By:
    /s/ Michael Shelly

    Name:
    Michael Shelly

    Title:
    Managing Director

    Barclays Capital Inc.

    By:
    /s/ Robert Stowe

    Name:
    Robert Stowe

    Title:
    Managing Director

    Acting on behalf of themselves and as the representatives of the several underwriters

Signature Page to Underwriters’ Acceleration
Request

CORRESP
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BKV CORPORATION

1200 17th Street, Suite 2100

Denver, CO 80202

September 23, 2024

BY 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

Office of Energy &
Transportation

RE:   BKV
                                            Corporation

Registration Statement on Form S-1, as amended

File
No. 333-268469

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, BKV Corporation (the “Registrant”) hereby requests that the effective date of
the above-referenced Registration Statement on Form S-1 (File No. 333-268469) be accelerated to 3:00 p.m., Eastern Time,
on September 25, 2024, or as soon as practicable thereafter. By separate letter, the underwriters of the issuance of the
securities being registered have joined in this request for acceleration. Once the Registration Statement has been declared
effective, please orally confirm that event with our counsel, Baker Botts L.L.P., by calling Samantha H. Crispin at (214)
953-6497.

[Signature Page Follows]

    Sincerely,

    BKV CORPORATION

    By:
    /s/ Christopher
    P. Kalnin

    Name:
    Christopher P. Kalnin

    Title:
    Chief Executive Officer

    cc:
    Lindsay B. Larrick, BKV Corporation

    Samantha H. Crispin, Baker Botts L.L.P.

    M. Preston Bernhisel, Baker Botts L.L.P.

    Michael Chambers, Latham & Watkins LLP

    Monica E. White, Latham & Watkins LLP

Signature Page to Acceleration Request

CORRESP
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BKV Corporation

1200 17th Street, Suite 2100

Denver, CO 80202

September 20, 2024

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

Liz Packebusch, Staff Attorney

Karina Dorin, Staff Attorney

Mark Wojciechowski, Staff Accountant

Jenifer Gallagher, Staff Accountant

Sandra Wall, Petroleum Engineer

 Re: BKV
                                            Corporation

Amendment No. 14 to Registration Statement on Form S-1

Filed September 16, 2024

File No. 333-268469

To the addressees set forth
above:

This letter sets forth the
response of BKV Corporation (the “Company,” “we,” “our”
and “us”) to the comment set forth in the comment letter of the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated September 19, 2024 (the “Comment
Letter”) relating to Amendment No. 14 to the Registration Statement on Form S-1, File No. 333-268469, filed with the Commission
on September 16, 2024 (the “Registration Statement”). We have also revised the Registration Statement in response
to the Staff’s comment and, concurrently with delivery of this letter, we are publicly filing with the Commission an Amendment
No. 15 to the Registration Statement on Form S-1 (“Amendment No. 15”) that reflects these revisions.

To assist your review, set
forth below in bold is the comment of the Staff contained in the Comment Letter and immediately below such comment is the response of
the Company with respect thereto or a statement identifying the location in Amendment No. 15 of the requested disclosure or revised disclosure.
Please note that all references to page numbers in our response refer to the page numbers of the registration statement included in Amendment
No. 15. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 15.

Amendment
No. 14 to Registration Statement on Form S-1

Use of Proceeds, page 99

 1. We
                                            note you estimate that the net proceeds from this offering will be approximately $277.8 million
                                            and that you intend to use approximately $230.0 million to repay indebtedness, for growth
                                            capital expenditures and for other general corporate purposes. If true, please revise your
                                            disclosure to clarify that you intend to use $230 million to repay indebtedness with the
                                            remainder to be used for growth capital expenditures and for other general corporate purposes.
                                            Otherwise, please revise to discuss how you intend to allocate the remaining net proceeds.

Response:
The Registration Statement has been revised as requested. Please see pages 24 and 99 of Amendment No. 15.

* * *

    1

We appreciate your attention
to this matter and hope the foregoing answer is responsive to your comment. 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 or Preston Bernhisel of the same firm
at (214) 953-6783.

 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.

    2

September 19, 2024
Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, CO 80202
Re:BKV Corporation
Amendment No. 14 to Registration Statement on Form S-1
Filed September 16, 2024
File No. 333-268469
Dear Christopher P. Kalnin:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 14 to Registration Statement on Form S-1
Use of Proceeds, page 99
1.We note you estimate that the net proceeds from this offering will be approximately
$277.8 million and that you intend to use approximately $230.0 million to repay
indebtedness, for growth capital expenditures and for other general corporate purposes.  If
true, please revise your disclosure to clarify that you intend to use $230 million to repay
indebtedness with the remainder to be used for growth capital expenditures and for other
general corporate purposes.  Otherwise, please revise to discuss how you intend to
allocate the remaining net proceeds.

September 19, 2024
Page 2
            Please contact Mark Wojciechowski at 202-551-3759 or Jenifer Gallagher at 202-551-
3706 if you have questions regarding comments on the financial statements and related matters.
For engineering questions, please contact Sandra Wall at 202-551-4727.  Please contact Liz
Packebusch at 202-551-8749 or Karina Dorin at 202-551-3763 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Samantha Hale Crispin

CORRESP
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BKV Corporation

1200 17th Street, Suite 2100

Denver, CO 80202

September 12, 2024

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

Liz Packebusch, Staff Attorney

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

File No. 333-268469

Ladies and Gentlemen:

Pursuant to discussions with
the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission, BKV
Corporation (the “Company,” “we” or “our”) hereby confidentially
submits (the “Submission”) its currently expected offering terms of the initial public offering (the “Offering”)
of its common stock, par value $0.01 per share (the “Common Stock”), including, among other things, the bona
fide price range pursuant to Item 501(b)(3) of Regulation S-K, the number of shares of Common Stock to be offered, the
estimated net proceeds the Company expects to receive from the Offering and the total number of shares of Common Stock to be outstanding
after the Offering. The Company expects that these pricing terms and other items will be included in a future amendment to the Registration
Statement on Form S-1, File No. 333-268469 (the “Registration Statement”).

The Offering terms included
in the Submission are based on bona fide estimates of the range of the minimum and maximum offering price and the maximum number of shares
of Common Stock to be offered as of the date of this correspondence. Should the bona fide estimates of these terms change, the figures
presented in future amendments to the Registration Statement may increase or decrease.

The Company proposes to price
the Offering with a bona fide price range of $19.00 to $21.00 per share of Common Stock, with a midpoint of $20.00 per share of Common
Stock. In the Offering, the Company proposes to sell up to 15,000,000 shares of Common Stock. The Company also proposes to grant the underwriters
a 30-day option to purchase up to an additional 2,250,000 shares of Common Stock to cover over-allotments. This range and the
additional information included in the Submission are initially being provided for your consideration by correspondence due to the Company’s
and the underwriters’ concern regarding providing such information in advance of the launch of the Offering given recent market
volatility, as well as our desire to provide all information necessary for the Staff to complete its review on a timely basis.

    1

The Company is enclosing its
proposed marked copy of those pages of the Registration Statement that will be affected by the Offering terms set forth herein. We
expect that these marked changes will be incorporated into a future amendment to the Registration Statement. The Company seeks confirmation
from the Staff that it may launch its Offering with the price range specified herein and include such price range in a future filing of
the Registration Statement.

* * *

    2

If you have any questions
with respect to the foregoing, please contact Samantha Crispin of Baker Botts L.L.P. at (214) 953-6497 or Preston Bernhisel of the same
firm at (214) 953-6783.

    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.

    3

CORRESP
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BKV Corporation

1200 17th Street, Suite 2100

Denver, CO 80202

September 9, 2024

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

Liz Packebusch, Staff Attorney

Karina Dorin, Staff Attorney

Mark Wojciechowski, Staff Accountant

Jenifer Gallagher, Staff Accountant

Sandra Wall, Petroleum Engineer

 Re: BKV Corporation

Amendment No. 12 to Registration Statement on Form S-1

Filed August 28, 2024

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 (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated September 9, 2024 (the “Comment
Letter”) relating to Amendment No. 12 to the Registration Statement on Form S-1, File No. 333-268469, filed with the Commission
on August 28, 2024 (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 Commission an Amendment
No. 13 to the Registration Statement on Form S-1 (“Amendment No. 13”) that reflects these revisions and generally
updates certain information in the Registration Statement. In addition, concurrently with the delivery of this letter, we are submitting
a supplemental letter providing additional information (the “Supplemental Letter”) pursuant to Rule 418(b) under
the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12b-4 under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), in response to the Staff’s comments.

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. 13 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. 13. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 13.

    1

Amendment
No. 12 to Registration Statement on Form S-1

Summary Historical Financial Information

Non-GAAP Financial Measures

Adjusted Free Cash Flow and Adjusted Free Cash Flow, Excluding CCUS,
page 33

 1. We note disclosure from the business section of your document explaining that your core business
is to produce natural gas from your owned and operated upstream businesses, which are supported by four business lines: natural
gas production; natural gas gathering, processing and transportation; power generation; and carbon capture, utilization and sequestration
(“CCUS”). Please explain to us why you believe presenting a non-GAAP financial measure excluding the effects of one of your
four business lines is a useful measure to investors. If you conclude the measure is useful and intend to continue to present it, please
also address why you have chosen to exclude the CCUS business line, which you discuss in significant detail along with your CCUS projects
throughout the prospectus, rather than one of the other three identified business lines.

Response:
The Registration Statement has been revised to remove Adjusted Free Cash Flow, Excluding CCUS. Please see pages 30, 31, 33, 107 and
108 of Amendment No. 13.

* * *

    2

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.

    3

September 6, 2024
Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, CO 80202
Re:BKV Corporation
Amendment No. 12 to Registration Statement on Form S-1
Filed August 28, 2024
File No. 333-268469
Dear Christopher P. Kalnin:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No 12 to Registration Statement on Form S-1
Summary Historical Financial Information
Non-GAAP Financial Measures
Adjusted Free Cash Flow and Adjusted Free Cash Flow, Excluding CCUS, page 33
1.We note disclosure from the business section of your document explaining that your core
business is to produce natural gas from your owned and operated upstream businesses,
which are supported by four business lines: natural gas production; natural gas gathering,
processing and transportation; power generation; and carbon capture, utilization and
sequestration (“CCUS”). Please explain to us why you believe presenting a non-GAAP
financial measure excluding the effects of one of your four business lines is a useful
measure to investors. If you conclude the measure is useful and intend to continue to
present it, please also address why you have chosen to exclude the CCUS business line,
which you discuss in significant detail along with your CCUS projects throughout the
prospectus, rather than one of the other three identified business lines.

September 6, 2024
Page 2
            Please contact Mark Wojciechowski at 202-551-3759 or Jenifer Gallagher at 202-551-
3706 if you have questions regarding comments on the financial statements and related
matters. Please contact Liz Packebusch at 202-551-8749 or Karina Dorin at 202-551-3763 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Samantha Hale Crispin

CORRESP
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BKV Corporation

1200 17th Street, Suite 2100

Denver, CO 80202

August 28, 2024

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

    Liz Packebusch, Staff Attorney

    Karina Dorin, Staff Attorney

    Mark Wojciechowski, Staff Accountant

    Jenifer Gallagher, Staff Accountant

    Sandra Wall, Petroleum Engineer

 Re: BKV Corporation

Amendment No. 11 to Registration Statement on Form S-1

Filed August 13, 2024

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 (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated August 26, 2024 (the “Comment
Letter”) relating to Amendment No. 11 to the Registration Statement on Form S-1, File No. 333-268469, filed
with the Commission on August 13, 2024 (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 Commission
an Amendment No. 12 to the Registration Statement on Form S-1 (“Amendment No. 12”) that reflects
these revisions and generally updates certain information in the Registration Statement. In addition, concurrently with the delivery
of this letter, we are submitting a supplemental letter providing additional information (the “Supplemental Letter”)
pursuant to Rule 418(b) under the Securities Act of 1933, as amended (the “Securities Act”), and
Rule 12b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in response to
the Staff’s comments.

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. 12 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. 12. Capitalized terms used but not defined herein have the meanings ascribed to such terms in
Amendment No. 12.

    1

Amendment
No. 11 to Registration Statement on Form S-1

Summary Reserves, Production and Operating Data

Estimated Reserves at SEC Prices, page 34

 1. We have reviewed the information
                                            provided in response to prior comment number 5 and note the following:

 · On pages 36 and 190 of Amendment
                                            No. 11, you disclose the total 5-year capital budget for the development of your proved
                                            undeveloped reserves, as of December 31, 2023, was approximately $356.2 million; however, this
                                            total does not agree with the proved undeveloped 5-year CapEx as provided in your
                                            response. Please review and revise to resolve any inconsistencies.

 · On pages 36, 133, and 190
                                            of Amendment No. 11, you disclose your total 2024 budget, as of December 31, 2023,
                                            was approximately $73.0 million; however, this total does not agree with the
                                            total 2024 CapEx (proved undeveloped plus proved behind-pipe) as provided in your response. Please
                                            review and revise to resolve any inconsistencies.

Response: The Registration
Statement has been revised as requested. Please see pages 37, 70 and 192 of Amendment No. 12.

 2. Regarding the supplemental tabular
                                            information provided in response to prior comment number 5, please provide the following
                                            additional information:

 · Your average working interest
                                            in your Pennsylvania PUD locations;

 · The gross cost per well for
                                            your Pennsylvania PUD locations, and;

 · Confirm that the total proved
                                            undeveloped CapEx amounts provided for your Pennsylvania locations is correct.  In this
                                            regard, we note no CapEx amounts were included for the locations scheduled in years
                                            2025 and 2026.

Response: The Company acknowledges
the Staff’s comment and has provided an updated version of the supplemental tabular information in the Supplemental Letter. The
Registration Statement has also been revised to conform with the updated version of the supplemental tabular information included in
the Supplemental Letter. Please see pages 3, 155, 174, 182 and 184 of Amendment No. 12.

The Supplemental Letter is being provided
to the Staff by our counsel, under separate cover, pursuant to Rule 418 under the Securities Act and Rule 12b-4 under the Exchange
Act. In addition, under separate cover, our counsel has requested confidential treatment of the supplemental information pursuant to
the provisions of 17 C.F.R. § 200.83.

We hereby request that this supplemental
information be returned to us or destroyed upon completion of your review and that, pending its return or destruction, it be withheld
from release as it contains competitively sensitive business information of the Company. We are also requesting that the Freedom of Information
Act officer accord the supplemental information furnished in connection with this letter confidential treatment under the Commission’s
rules.

* * *

    2

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.

    3

August 26, 2024
Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, CO 80202
Re:BKV Corporation
Amendment No. 11 to Registration Statement on Form S-1
Filed August 13, 2024
File No. 333-268469
Dear Christopher P. Kalnin:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 29, 2024 letter.
Amendment No. 11 to Registration Statement on Form S-1
Summary Reserves, Production and Operating Data
Estimated Reserves at SEC Prices, page 34
We have reviewed the information provided in response to prior comment number 5 and
note the following:

•On pages 36 and 190 of Amendment No. 11, you disclose the total 5-year capital
budget for the development of your proved undeveloped reserves, as of December 31,
2023, was approximately $356.2 million; however, this total does not agree with the
proved undeveloped 5-year CapEx as provided in your response. Please review and
revise to resolve any inconsistencies.

 1.

August 26, 2024
Page 2
•On pages 36, 133, and 190 of Amendment No. 11, you disclose your total 2024
budget, as of December 31, 2023, was approximately $73.0 million; however,
this total does not agree with the total 2024 CapEx (proved undeveloped plus proved
behind-pipe) as provided in your response. Please review and revise to resolve any
inconsistencies.
2.Regarding the supplemental tabular information provided in response to prior comment
number 5, please provide the following additional information:

•Your average working interest in your Pennsylvania PUD locations;

•The gross cost per well for your Pennsylvania PUD locations, and;

•Confirm that the total proved undeveloped CapEx amounts provided for your
Pennsylvania locations is correct.  In this regard, we note no CapEx amounts were
included for the locations scheduled in years 2025 and 2026.
            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 Liz Packebusch,
Staff Attorney, at (202) 551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Samantha Hale Crispin

CORRESP
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BKV Corporation

1200 17th Street, Suite 2100

Denver, CO 80202

August 12, 2024

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

    Liz
    Packebusch, Staff Attorney

    Karina
    Dorin, Staff Attorney

    Mark
    Wojciechowski, Staff Accountant

    Jenifer
    Gallagher, Staff Accountant

    Sandra
    Wall, Petroleum Engineer

 Re: BKV
                                            Corporation

                                                                                Amendment
                                            No. 10 to Registration Statement on Form S-1

                                                                                Filed
                                            July 5, 2024

                                                                                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 (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) dated July 29, 2024 (the “Comment
Letter”) relating to Amendment No. 10 to the Registration Statement on Form S-1, File No. 333-268469, filed
with the Commission on July 5, 2024 (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 Commission
an Amendment No. 11 to the Registration Statement on Form S-1 (“Amendment No. 11”) that reflects
these revisions and generally updates certain information in the Registration Statement. In addition, concurrently with the delivery of
this letter, we are submitting a supplemental letter providing additional information (the “Supplemental Letter”)
pursuant to Rule 418(b) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12b-4
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in response to the Staff’s
comments.

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. 11 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. 11. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment
No. 11.

Amendment
No. 10 to Registration Statement on Form S-1

Prospectus Summary

Our Company

    1

Our Operations

Natural Gas Production, page 3

 1. We note that the level of PUD development spending and PUD conversion rate for the years ended December 31,
2023 and December 31, 2022 are significantly below the levels implied by the general requirement that PUD volumes be converted within
five years of initial booking. Expand your disclosure here and elsewhere in your filing, including under your management's discussion
and analysis, to clarify this and to describe the material impacts of the higher spending levels that will be required to convert your
reported undeveloped locations and volumes within five years.

Response:
The Registration Statement has been revised as requested. Please see pages 36 and 190 of Amendment No. 11.

Summary Reserves, Production and Operating Data

Estimated Reserves at SEC Pricing, page 34

 2. Footnote (4) on page 37 indicates, in part, that a portion of your proved undeveloped reserves
as of December 31, 2022 and 2021 will not be drilled within five years of initial disclosure. Revise your disclosure to clarify,
if true, that, as of December 31, 2022 and 2021, the reserves in question were part of a development plan that had been adopted by
management indicating that such locations were scheduled to be drilled within five years and that the volumes have been excluded from
the reserve quantities disclosed as of December 31, 2023. Otherwise, explain to us why you believe reporting these volumes as proved
undeveloped reserves is appropriate. In this regard, please note that lower commodity prices and reduced capital spending do not justify
development beyond five years. Refer to the disclosure requirements in Item 1203(d) of Regulation S-K and the guidance in C&DI
131.03.

Response:
The Registration Statement has been revised to clarify that, as of December 31, 2022 and 2021, the Company’s proved undeveloped
reserves were part of a development plan that had been adopted by management indicating that such locations were scheduled to be drilled
within five years. Please see pages 36 and 189 of Amendment No. 11.

 3. You disclose that after finalizing your year-end 2023 reserve reports the 2024 capital expenditures
budget for the development of natural gas properties was reduced to approximately $13 million from the original budget of approximately
$73 million; however, disclosure on page 73 states your 2024 capital expenditures budget for the development of natural gas properties
is approximately $22 million. Please review and revise your filing to correlate these disclosures.

Response:
The Registration Statement has been revised as requested. Please see page 69 of Amendment No. 11.

 4. Disclosure appearing under the heading 2023 Activity on page 39 indicates that PUD volumes removed
due to changes in your five-year development plan are now part of your "probable and possible development plan". Tell us whether
the probable and possible undeveloped reserve volumes as of December 31, 2023 reported on pages 35 and 36 include any of the
volumes removed from the proved category. Please note that undrilled locations can be classified as having undeveloped reserves of any
category only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific
circumstances, justify a longer time. See Rule 4-10(a)(31) of Regulation S-X.

Response:
The Company acknowledges the Staff’s comment and has revised the Registration Statement to remove disclosures of its probable reserves
and possible reserves as of December 31, 2021, 2022 and 2023. To address the Staff’s comment, the Registration Statement has
also been revised to specify the volumes of PUD reserves moved to the Company’s inventory of unproved locations as of December 31,
2023 due to changes in the five-year development plan. In addition, revised reserves reports that do not make reference to the Company’s
probable reserves or possible reserves as of December 31, 2021, 2022 or 2023 have been filed as Exhibits 99.5 through 99.15 to Amendment
No. 11. Please see pages 3, 16, 34-40, 153, 166, 172, 180, 182, 188-195 and F-50 of Amendment No. 11.

    2

 5. Please provide for us a summary that shows the locations, reserve volumes and associated capital spending,
by year and in total, from the five-year plan that supports the undeveloped reserve volumes you disclose as of December 31, 2023.

Response:
The Company acknowledges the Staff’s comment and has provided the requested summary in the Supplemental Letter. The Supplemental
Letter is being provided to the Staff by our counsel, under separate cover, pursuant to Rule 418 under the Securities Act and Rule 12b-4
under the Exchange Act. In addition, under separate cover, our counsel has requested confidential treatment of the supplemental information
pursuant to the provisions of 17 C.F.R. § 200.83.

We hereby request that this supplemental
information be returned to us or destroyed upon completion of your review and that, pending its return or destruction, it be withheld
from release as it contains competitively sensitive business information of the Company. We are also requesting that the Freedom of Information
Act officer accord the supplemental information furnished in connection with this letter confidential treatment under the Commission’s
rules.

Use of Proceeds, page 103

 6. We note you disclose that
you intend to use the net proceeds from this offering for the repayment of certain indebtedness, including some or all of
the $50 million aggregate principal amount outstanding under the BNAC A&R Loan Agreement and the outstanding revolving borrowings
under the RBL Credit Agreement. Please revise to disclose the amount of proceeds that you intend to use for repayment of indebtedness.
Also, disclose the interest rate and maturity date for the BNAC A&R Loan Agreement and the maturity date of the RBL Credit Agreement.
See Instruction 4 of Item 504 of Regulation S-K.

Response:
The Registration Statement has been revised as requested. Please see page 99 of Amendment No. 11.

Natural Gas, NGL, and Oil Reserve Quantities, page F-48

 7. The quantities of proved
developed and proved undeveloped reserves disclosed in the reconciliation table appearing on page F-50 differ from
corresponding quantities disclosed elsewhere in your filing, including on pages F-49, 34, 35, 191 and 192. Please review and revise
your filing to resolve these inconsistencies.

Response:
The Registration Statement has been revised as requested. Please see pages 34, 35, 188, 189 and F-50 of Amendment No. 11.

    3

Supplemental Oil and Gas Disclosures (unaudited)

Costs Incurred in Natural Gas and Oil Exploration and Development,
page F-48

 8. Your disclosure includes
acquisition costs of $9.9 million with no explanation or description of the associated oil and gas assets. Please revise
your filing to include a description of the acquired oil and gas assets.

Response:
The Registration Statement has been revised as requested. Please see page 170 and F-48 of Amendment No. 11.

Exhibits

 9. We note the reserve reports
filed as Exhibits 99.14 and 99.15 contain a “Table of Contents” listing various tables and summaries which are
not included in the reports. Both reserve reports also include the statement on page 5, “Furthermore, one-line economic summaries
may vary slightly from the more detailed cash flow projections of the same properties, also due to rounding;” however, one-line
economic summaries are not provided. Please obtain and file revised reserve reports which include the missing items or revise the table
of contents and remove the statement on page 5.

Response:
The Registration Statement has been revised to file revised reserve reports as Exhibits 99.14 and 99.15 to Amendment No. 11.

* * *

    4

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.

    5

July 29, 2024
Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, CO 80202
Re:BKV Corporation
Amendment No. 10 to Registration Statement on Form S-1
Filed July 5, 2024
File No. 333-268469
Dear Christopher P. Kalnin:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 10 to Registration Statement on Form S-1
Prospectus Summary
Our Company
Our Operations
Natural Gas Production, page 3
1.We note that the level of PUD development spending and PUD conversion rate for the
years ended December 31, 2023 and December 31, 2022 are significantly below the levels
implied by the general requirement that PUD volumes be converted within five years of
initial booking.  Expand your disclosure here and elsewhere in your filing, including
under your management's discussion and analysis, to clarify this and to describe the
material impacts of the higher spending levels that will be required to convert your
reported undeveloped locations and volumes within five years.

July 29, 2024
Page 2
Summary Reserves, Production and Operating Data
Estimated Reserves at SEC Pricing, page 34
2.Footnote (4) on page 37 indicates, in part, that a portion of your proved undeveloped
reserves as of December 31, 2022 and 2021 will not be drilled within five years of initial
disclosure. Revise your disclosure to clarify, if true, that, as of December 31, 2022 and
2021, the reserves in question were part of a development plan that had been adopted by
management indicating that such locations were scheduled to be drilled within five years
and that the volumes have been excluded from the reserve quantities disclosed as of
December 31, 2023.  Otherwise, explain to us why you believe reporting these volumes as
proved undeveloped reserves is appropriate.  In this regard, please note that lower
commodity prices and reduced capital spending do not justify development beyond five
years. Refer to the disclosure requirements in Item 1203(d) of Regulation S-K and the
guidance in C&DI 131.03.
3.You disclose that after finalizing your year-end 2023 reserve reports the 2024 capital
expenditures budget for the development of natural gas properties was reduced to
approximately $13 million from the original budget of approximately $73 million;
however, disclosure on page 73 states your 2024 capital expenditures budget for the
development of natural gas properties is approximately $22 million. Please review and
revise your filing to correlate these disclosures.
4.Disclosure appearing under the heading 2023 Activity on page 39 indicates that PUD
volumes removed due to changes in your five-year development plan are now part of your
"probable and possible development plan".  Tell us whether the probable and possible
undeveloped reserve volumes as of December 31, 2023 reported on pages 35 and 36
include any of the volumes removed from the proved category.  Please note that undrilled
locations can be classified as having undeveloped reserves of any category only if a
development plan has been adopted indicating that they are scheduled to be drilled within
five years, unless the specific circumstances, justify a longer time.  See Rule 4-10(a)(31)
of Regulation S-X.
5.Please provide for us a summary that shows the locations, reserve volumes and associated
capital spending, by year and in total, from the five-year plan that supports the
undeveloped reserve volumes you disclose as of December 31, 2023.
Use of Proceeds, page 103
6.We note you disclose that you intend to use the net proceeds from this offering for the
repayment of certain indebtedness, including some or all of the $50 million aggregate
principal amount outstanding under the BNAC A&R Loan Agreement and the
outstanding revolving borrowings under the RBL Credit Agreement. Please revise to
disclose the amount of proceeds that you intend to use for repayment of indebtedness.
Also, disclose the interest rate and maturity date for the BNAC A&R Loan Agreement
and the maturity date of the RBL Credit Agreement.  See Instruction 4 of Item 504 of
Regulation S-K.

July 29, 2024
Page 3
Natural Gas, NGL, and Oil Reserve Quantities, page F-48
7.The quantities of proved developed and proved undeveloped reserves disclosed in
the reconciliation table appearing on page F-50 differ from corresponding quantities
disclosed elsewhere in your filing, including on pages F-49, 34, 35, 191 and 192. Please
review and revise your filing to resolve these inconsistencies.
Supplemental Oil and Gas Disclosures (unaudited)
Costs Incurred in Natural Gas and Oil Exploration and Development, page F-48
8.Your disclosure includes acquisition costs of $9.9 million with no explanation or
description of the associated oil and gas assets. Please revise your filing to include a
description of the acquired oil and gas assets.
Exhibits
9.We note the reserve reports filed as Exhibits 99.14 and 99.15 contain a “Table of
Contents” listing various tables and summaries which are not included in the reports. Both
reserve reports also include the statement on page 5, “Furthermore, one-line economic
summaries may vary slightly from the more detailed cash flow projections of the same
properties, also due to rounding;” however, one-line economic summaries are not
provided. Please obtain and file revised reserve reports which include the missing items or
revise the table of contents and remove the statement on page 5.
            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 Liz Packebusch,
Staff Attorney, at (202) 551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Samantha Hale Crispin

CORRESP
1
filename1.htm

BKV Corporation

1200 17th Street, Suite 2100

Denver, CO 80202

June 26, 2023

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

    Liz Packebusch, Staff Attorney

    Karina Dorin, Staff Attorney

    Mark Wojciechowski, Staff Accountant

    Jenifer Gallagher, Staff Accountant

    Sandra Wall, Petroleum Engineer

 Re: BKV Corporation

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

Filed April 14, 2023

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 April 28, 2023 (the “Comment Letter”) relating to Amendment No.
4 to the Registration Statement on Form S-1, File No. 333-268469, filed with the Securities and Exchange Commission on April 14, 2023
(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. 5 to the Registration Statement on Form S-1 (“Amendment No. 5”) 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. 5 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. 5. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 5.

    1

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

Summary Reserve,
Production and Operating Data

2022 Activity,
page 35

 1. Your filing states on pages 35 and 188 that during 2022, “Revisions of previous estimates consisted
of upward revisions to proved developed reserves and proved undeveloped reserves of 182.9 Bcfe as a result of higher average pricing during
2022 for natural gas, NGLs and oil.” However, on page F-50, this upward pricing revision of 182.9 Bcfe is attributed solely to proved
developed reserves. Please review and revise your filing so that all volume changes are consistent and correlate with the reconciliations
provided.

Response:
The Registration Statement has been revised as requested. Please see pages 36 and 198 of Amendment No. 5.

Our Operations

Drilling, Refrac
and Restimulation Activity, page 174

 2. Please expand your filing to include a description of your present activities, including the number
of gross and net wells in process, as of December 31, 2022. Refer to the disclosure requirements in Item 1206 of Regulation S-K.

Response:
The Registration Statement has been revised as requested. Please see page 183 of Amendment No. 5.

Summary of Our
Reserve Estimates

Estimated Reserves
at SEC Pricing, page 184

 3. Your presentation of estimated probable and possible reserves at SEC pricing on pages 185-186 includes
multiple lines labeled as “Total estimated proved undeveloped reserves (MMcfe)”, which, in fact, appear to refer to probable
and possible developed and undeveloped reserves. Please review and revise the labels in this presentation as necessary to resolve these
inconsistencies.

Response:
The Registration Statement has been revised as requested. Please see pages 194-195 of Amendment No. 5.

* * *

    2

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.

    3

United States securities and exchange commission logo
April 28, 2023
Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, CO 80202
Re:BKV Corporation
Amendment No. 4 to Registration Statement on Form S-1
Filed April 14, 2023
File No. 333-268469
Dear Christopher P. Kalnin:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-1
Summary Reserve, Production and Operating Data
2022 Activity, page 35
1.Your filing states on pages 35 and 188 that during 2022, “Revisions of previous estimates
consisted of upward revisions to proved developed reserves and proved undeveloped
reserves of 182.9 Bcfe as a result of higher average pricing during 2022 for natural gas,
NGLs and oil.” However, on page F-50, this upward pricing revision of 182.9 Bcfe is
attributed solely to proved developed reserves. Please review and revise your filing so that
all volume changes are consistent and correlate with the reconciliations provided.

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 April 28, 2023 Page 2
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
April 28, 2023
Page 2
Our Operations
Drilling, Refrac and Restimulation Activity, page 174
2.Please expand your filing to include a description of your present activities, including the
number of gross and net wells in process, as of December 31, 2022. Refer to the
disclosure requirements in Item 1206 of Regulation S-K.
Summary of Our Reserve Estimates
Estimated Reserves at SEC Pricing, page 184
3.Your presentation of estimated probable and possible reserves at SEC pricing on pages
185-186 includes multiple lines labeled as “Total estimated proved undeveloped reserves
(MMcfe)”, which, in fact, appear to refer to probable and possible developed and
undeveloped reserves.  Please review and revise the labels in this presentation as
necessary to resolve these inconsistencies.
            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 Liz Packebusch,
Staff Attorney, at (202) 551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Samantha Hale Crispin

CORRESP
1
filename1.htm

BKV Corporation

1200 17th Street, Suite 2100

Denver, CO 80202

January 17, 2023

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

  Liz Packebusch, Staff Attorney

  Karina Dorin, Staff Attorney

  Mark Wojciechowski, Staff Accountant

  Jenifer Gallagher, Staff Accountant

  Sandra Wall, Petroleum Engineer

 Re: BKV Corporation

Amendment No. 2 to Registration Statement on Form S-1

Filed December 22, 2022

File No. 333-268469

To the addressees set forth
above:

This letter sets forth the
response of BKV Corporation (the “Company,” “we,” “our”
and “us”) to the comment set forth in the comment letter of the staff of the Securities and Exchange Commission
(the “Staff”) dated January 6, 2023 (the “Comment Letter”) relating to Amendment No.
2 to the Registration Statement on Form S-1, File No. 333-268469, filed with the Securities and Exchange Commission on December 22, 2022
(the “Registration Statement”). We have also revised the Registration Statement in response to the Staff’s
comment and, concurrently with delivery of this letter, we are publicly filing with the Securities and Exchange Commission an Amendment
No. 3 to the Registration Statement on Form S-1 (“Amendment No. 3”) that reflects these revisions and generally
updates certain information in the Registration Statement.

To assist your review, set
forth below in bold is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the
Company with respect thereto or a statement identifying the location in Amendment No. 3 of the requested disclosure or revised disclosure.
Please note that all references to page numbers in our response refer to the page numbers of the registration statement included in Amendment
No. 3. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 3.

Amendment
No. 2 to Registration Statement on Form S-1

Summary Reserve,
Production and Operating Data

Estimated Reserves
at SEC Pricing, page 31

 1. We have reviewed your response to prior comment 1 and note the updated 2021 Activity narratives do
not accurately reconcile the total change in proved reserves. For example, the updated discussion of “Revisions of Previous Estimates”
totals 1,082 Bcfe, while the disclosed total change in proved reserves due to revisions of previous estimates is 1,101 Bcfe. Similarly,
the updated discussion of “Extensions and Discoveries” totals 708 Bcfe, while the disclosed total change in proved reserves
due to extensions and discoveries is 728 Bcfe. Finally, the 2021 Activity narratives state “the Company’s proved reserves
increased by 1,808.5 Bcfe” while the total increase based on the updated explanations is 1,769.7 Bcfe. Carefully review and revise
the narratives and related reconciliations throughout your filing so that the narrative explanations fully and accurately describe the
disclosed volume changes in developed, undeveloped and total proved reserves.

Response:
The Registration Statement has been revised as requested. Please see pages 35-36, 111-112, 196-197 and F-50-F-52 of Amendment No. 3.

* * *

    2

We appreciate your attention
to this matter and hope the foregoing answer is responsive to your comment. 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.

    3

United States securities and exchange commission logo
January 6, 2023
Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, CO 80202
Re:BKV Corporation
Amendment No. 2 to Registration Statement on Form S-1
Filed December 22, 2022
File No. 333-268469
Dear Christopher P. Kalnin:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 19, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
Summary Reserve, Production and Operating Data
Estimated Reserves at SEC Pricing, page 31
1.We have reviewed your response to prior comment 1 and note the updated 2021 Activity
narratives do not accurately reconcile the total change in proved reserves.  For example,
the updated discussion of "Revisions of Previous Estimates" totals 1,082 Bcfe, while the
disclosed total change in proved reserves due to revisions of previous estimates is 1,101
Bcfe.  Similarly, the updated discussion of "Extensions and Discoveries" totals 708 Bcfe,
while the disclosed total change in proved reserves due to extensions and discoveries is
728 Bcfe.  Finally, the 2021 Activity narratives state "the Company's proved reserves
increased by 1,808.5 Bcfe" while the total increase based on the updated explanations

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 January 6, 2023 Page 2
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
January 6, 2023
Page 2
is 1,769.7 Bcfe.  Carefully review and revise the narratives and related reconciliations
throughout your filing so that the narrative explanations fully and accurately describe the
disclosed volume changes in developed, undeveloped and total proved reserves.
            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 Liz Packebusch,
Staff Attorney, at (202) 551-8749 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Samantha Hal Crispin

CORRESP
1
filename1.htm

BKV Corporation

1200 17th Street, Suite 2100

Denver, CO 80202

December 22, 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

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

  Filed December 9, 2022

  File No. 333-268469

To the addressees set forth above:

This letter sets forth the
response of BKV Corporation (the “Company,” “we,” “our”
and “us”) to the comment set forth in the comment letter of the staff of the Securities and Exchange Commission
(the “Staff”) dated December 19, 2022 (the “Comment Letter”) relating to Amendment
No. 1 to the Registration Statement on Form S-1, File No. 333-268469, filed with the Securities and Exchange Commission
on December 9, 2022 (the “Registration Statement”). We have also revised the Registration Statement in
response to the Staff’s comment and, concurrently with delivery of this letter, we are publicly filing with the Securities and Exchange
Commission an Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment No. 2”) that
reflects these revisions and generally updates certain information in the Registration Statement.

To assist your review, set
forth below in bold is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the
Company with respect thereto or a statement identifying the location in Amendment No. 2 of the requested disclosure or revised disclosure.
Please note that all references to page numbers in our response refer to the page numbers of the registration statement included
in Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Amendment No. 2.

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

Summary Reserve,
Production and Operating Data

Estimated Reserves
at SEC Pricing, page 31

 1. After consideration of your response to prior comment number 3 and further review of 2021 Activity
on pages 35 to 36, the overall reconciliation of changes in proved developed and proved undeveloped reserves does not appear to account
for the 19.4 Bcfe of proved undeveloped reserves converted to proved developed reserves disclosed on page 35. Please expand your
narrative to identify where these converted volumes are included in the reconciliation. Refer to the requirements in Item 1203 of Regulation
S-K, FASB ASC 932-235-50-5 description of proved reserves change categories, and Example 1 in FASB ASC 932-235-55-2 for an illustration.

Response: The Registration Statement
has been revised as requested. Please see pages 35-36, 111-112, 196 and F-50-F-51 of Amendment No. 2.

* * *

    1

We appreciate your attention
to this matter and hope the foregoing answer is responsive to your comment. 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.

    2

United States securities and exchange commission logo
December 19, 2022
Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, CO 80202
Re:BKV Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed December 9, 2022
File No. 333-268469
Dear Christopher P. Kalnin:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 1, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-1
Summary Reserve, Production and Operating Data
Estimated Reserves at SEC Pricing, page 31
1.After consideration of your response to prior comment number 3 and further review
of 2021 Activity on pages 35 to 36, the overall reconciliation of changes in proved
developed and proved undeveloped reserves does not appear to account for the 19.4 Bcfe
of proved undeveloped reserves converted to proved developed reserves disclosed on page
35. Please expand your narrative to identify where these converted volumes are included
in the reconciliation. Refer to the requirements in Item 1203 of Regulation S-K, FASB
ASC 932-235-50-5 description of proved reserves change categories, and Example 1 in
FASB ASC 932-235-55-2 for an illustration.

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 December 19, 2022 Page 2
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
December 19, 2022
Page 2
            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 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Samantha Hal Crispin

CORRESP
1
filename1.htm

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.

    1

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.

    2

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.

* * *

    3

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.

    4

United States securities and exchange commission logo
December 1, 2022
Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, CO 80202
Re:BKV Corporation
Registration Statement on Form S-1
Filed November 18, 2022
File No. 333-268469
Dear Christopher P. Kalnin:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 10, 2022 letter.
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.

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 December 1, 2022 Page 2
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
December 1, 2022
Page 2
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.
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.
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.
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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 December 1, 2022 Page 3
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
December 1, 2022
Page 3
(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

CORRESP
1
filename1.htm

BKV Corporation

1200 17th Street, Suite 2100

Denver, CO 80202

November 18, 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

Amendment No. 2 to Draft Registration Statement

Submitted October 26, 2022

CIK No. 0001838406

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 November 10, 2022 (the “Comment Letter”) relating to Amendment
No. 2 to the Draft Registration Statement on Form S-1 confidentially submitted on October 26, 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 a Registration Statement on Form S-1
(“Filing No. 1”) that reflects these revisions and generally updates certain information in the Registration
Statement. In addition, concurrently with the delivery of this letter, we are submitting a supplemental letter providing additional information
(the “Supplemental Letter”) pursuant to Rule 418(b) under the Securities Act of 1933, as amended (the
 “Securities Act”), and Rule 12b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), in response to the Staff’s comments.

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 Filing 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 Filing No. 1. Capitalized terms used but not defined herein have the meanings ascribed to such terms in Filing No. 1.

    1

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 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.

Response:
The Registration Statement has been revised as requested. Please see pages 5-8, 156-160 and 184-187 of Filing No. 1.

 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.

Response:
The Registration Statement has been revised as requested. Please see pages 7-8, 158-160 and 186-187 of Filing No. 1.

Our Company

Path to Net Zero Emissions, page 7

 3. Please revise your graphs to define the term “High Fidelity.”

Response:
The graphs in the Registration Statement have been revised to remove the phrase “High Fidelity.” Please see pages 9-10 and 161 of Filing No. 1.

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.

    2

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.

Response:
The Registration Statement has been revised as requested. Please see pages iii, 12, 30, 34, 39-40, 164, 188 and 191-192 of Filing
No. 1.

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.

Response:
The Registration Statement has been revised to disclose probable and possible reserves. Please see pages 30-36 and 187-194 of
Filing No. 1.

 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.

Response:
The Registration Statement has been revised to include narrative information to reconcile the change between beginning and ending proved
undeveloped reserves and to clarify the changes that are applicable to proved undeveloped reserves and proved developed reserves. Please
see pages 33, 107-108 and 191 of Filing No. 1.

 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.

Response:
The Registration Statement has been revised as requested. Please see pages 33 and 190 of Filing No. 1.

    3

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.

Response:
The Company acknowledges the Staff’s comment and respectfully advises the Staff that it believes that June 30, 2022 is the
appropriate date for Ryder Scott’s reserve report with respect to the reserves acquired in the Exxon Barnett Acquisition due to
the application of the roll-back method that was used for the financial statements of the ExxonMobil Barnett Assets.

The
Registration Statement has been revised to update the sales volumes, sales prices and production cost information in the referenced table
from the six months ended June 30, 2022 and 2021 to the nine months ended September 30, 2022 and 2021. Please see pages 177-178
of Filing No. 1.

 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.

Response:
The Registration Statement has been revised as requested. Please see pages 105-107 of Filing No. 1.

 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.

Response:
The Registration Statement has been revised as requested. Please see pages 33, 107-108 and 191 of Filing No. 1.

    4

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.

Response:
The Registration Statement has been revised to clarify the meaning of the arrows in the referenced images. Please see pages 171-172
of Filing No. 1.

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 BKV’s emission.

Response:
The Registration Statement has been revised as requested. Please see page 199 of Filing No. 1.

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.

Response:
We have provided the requested updated supplemental information in the Supplemental Letter to resolve the inconsistency. The Supplemental
Letter is being provided to the Staff by our counsel, under separate cover, pursuant to Rule 418 under the Securities Act and Rule 12b-4
under the Exchange Act. In addition, under separate cover, our counsel has requested confidential treatment of the supplemental information
pursuant to the provisions of 17 C.F.R. § 200.83.

We hereby request that this supplemental
information be returned to us or destroyed upon completion of your review and that, pending its return or destruction, it be withheld
from release as it contains competitively sensitive business information of the Company. We are also requesting that the Freedom of Information
Act officer accord the supplemental information furnished in connection with this letter confidential treatment under the Securities and
Exchange Commission’s rules.

    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.

Response:
The Company acknowledges the Staff’s comment.

* * *

    6

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.

    7

United States securities and exchange commission logo
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

United States securities and exchange commission logo
October 13, 2022
Christopher P. Kalnin
Chief Executive Officer
BKV Corporation
1200 17th Street, Suite 2100
Denver, CO 80202
Re:BKV Corporation
Amendment No. 1 to Draft Registration Statement
Submitted September 16, 2022
CIK No. 0001838406
Dear Christopher P. Kalnin:
            We have reviewed your 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.
Amendment No. 1 to Draft Registration Statement
Prospectus Summary
Overview, page 1
1.We note that you are primarily engaged in the acquisition, operation and development of
natural gas and NGL properties primarily located in the Barnett Shale and Marcellus
Shale, with interests in midstream assets.  With a view toward revised disclosure, please
revise to explain and substantiate the claim that you produce "low impact"
and "sustainable energy."  Additionally, where you describe your operations as
"sustainable" in your registration statement, revise to provide additional context and
describe how you define "sustainable."

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 October 13, 2022 Page 2
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
October 13, 2022
Page 2
2.Please define and explain how you are a "vertically integrated energy" company given
your current operations.
Our Company
Our Operations
Carbon Capture, Utilization and Sequestration, page 5
3.We note you disclose that you are targeting the development of five to ten high-
concentration, and potentially some low-concentration, CCUS projects in the near-term.
Please expand your disclosure to discuss whether you have entered into any agreements
with respect to such targets and discuss the material terms of any such agreements.
4.Please revise your disclosure, including your graphic disclosure on page 6, to further
balance the disclosure and explain how you intend to effect your path to net zero Scope 1
and 2 emissions by 2025 for your owned and upstream businesses. We note, for example,
that you disclose on page 9 that you expect your CCUS Project with EnLink to offset your
current Scope 1 and 2 annual emissions by approximately 8%.
5.If you retain the disclosure, revise to explain your plan to offset the Scope 3 emissions
impact of your owned and operated upstream businesses by the early 2030s through the
expansion of your CCUS business.  Please also revise to balance your disclosure here and
throughout your prospectus by clarifying, if true, that your CCUS business is in the
earlier stages of development.
6.You disclose that "Although these potential projects are in different stages of the
evaluation process, [you] have identified a CCUS project pipeline of nearly 30 million
metric tons of CO 2 per year, which is nearly two times the size of our Scope 1, 2 and 3
emissions combined."  You further disclose on page 6 that you plan to acquire and/or
build CO2 transport pipelines and infrastructure to grow your CCUS
business.  Please enhance your disclosure by disclosing the related  plans, anticipated
timing, and approximate costs of such acquisitions and/or build outs.
Business Strategy, page 6
7.We note you disclose that you intend to prioritize delivering strong returns to your
stockholders through your dividend policy and focus on creating stockholder value. Please
balance this disclosure to clarify that the payment of dividends is subject to the discretion
of your board of directors and may be volatile, describe the restrictions or limitations
included in your Term Loan Credit Agreement and the Revolving Credit Agreement to
pay dividends and disclose that as a result of your dividend policy, you will have limited
cash available to fund acquisitions, and you will rely primarily upon external financing
sources, including commercial bank borrowings and the issuance of debt and equity
securities, to fund acquisitions. We note your disclosure on pages 68 through 70 and 121.

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 October 13, 2022 Page 3
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
October 13, 2022
Page 3
Corporate Values, Management Team and Sponsor, page 10
8.Please expand your disclosure here and elsewhere, including your risk factor disclosure, to
disclose that an event of default would occur under your Term Loan Credit Agreement
and the Revolving Credit Agreement if, after this offering, Banpu and its wholly-owned
subsidiaries cease to own at least 51% of your equity interests, or if any such holder
allows any lien to exist on your equity interests that they own.  We note your disclosure
on page 44.
9.With a view toward revised disclosure, please explain how your core values, including,
"Deliver on Promises, Have Grit, Embrace Change, Show Courage, Solve Problems, Do
Good and Be One BKV" ensure that “BKV is a force for good," and "the future of
sustainability" "in every action [you] take."
Implications of Being an Emerging Growth Company, page 12
10.We note you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b) of the Jobs Act.  Please
disclose that this election is irrevocable.
Summary Reserve, Production and Operating Data, page 22
11.Your draft registration statement states on pages 22 and 159, “These reserve estimates do
not include any value for probable or possible reserves that may exist;” however the
reserve reports filed as Exhibits 99.1 to 99.18 present estimates of proved, probable and
possible reserves. If your intent is to only disclose proved reserves, please obtain and file
revised reserve reports which do not include probable and possible reserves. Otherwise,
revise your draft registration statement accordingly.
Estimated Proved Reserves at SEC Pricing, page 23
12.We note the figure shown in the table “Estimated Proved Reserves at SEC Pricing” on
page 23 for the Standardized Measure as of June 30, 2022 appears to be inconsistent with
the comparable figure disclosed on page 159. Please revise the disclosures to resolve the
inconsistency or tell us why a revision is not needed.
13.Disclosure under this section indicates that pricing used for NGLs was based on a
percentage of WTI.  Explain to us the reasons for basing NGL prices on a percentage of
WTI as well as the basis for the specific percentages used.
14.Supplementally confirm for us that all proved undeveloped reserve quantities disclosed as
of December 31, 2021 and as of June 30, 2022 are part of a development plan and drilling
schedule adopted by management which will result in their conversion to proved
developed within five years of initial disclosure. Refer to Rule 4-10(a)(31)(ii) of
Regulation S-X and Question 131.04 in our Compliance and Disclosure Interpretations
(CD&Is) regarding Oil and Gas rules.

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 October 13, 2022 Page 4
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
October 13, 2022
Page 4
15.Revise this section to disclose material changes in proved undeveloped reserves that
occurred during the year, including proved undeveloped reserves converted into proved
developed reserves.  Your disclosure should reconcile the overall change in proved
undeveloped reserves by separately identifying and quantifying each contributing factor,
including offsetting factors, accompanied by a narrative explanation so that the changes in
net proved undeveloped reserves between periods are fully explained. In particular,
disclosure relating to revisions in previous estimates should identify such 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. Refer to the disclosure requirements in Item 1202(b) of Regulation
S-K.
16.Revise the disclosure under this section to discuss investments and progress made during
the year to convert proved undeveloped reserves to proved developed reserves, including,
but not limited to, capital expenditures.  See Item 1203(c) of Regulation S-K.
17.If there are material amounts of proved undeveloped reserves as of December 31, 2021 or
June 30, 2022 that will not be converted to proved developed status within five years of
initial disclosure as proved reserves, please expand your disclosure to explain the reasons
why development will extend beyond five years. Refer to Item 1203(d) of Regulation S-K.
18.Your presentation under this section includes PV-10 for estimated proved developed
reserves and estimated proved undeveloped reserves without corresponding presentations
of the standardized measure.  Revise your presentations to either include corresponding
presentations of the standardized measure or to remove the presentations of PV-10.  Note
that this comment applies to similar presentations throughout your filing.
Estimated Proved Reserves at Ryder Scott Pricing, page 24
19.Your draft registration statement includes disclosure of estimated proved reserves based
on “Ryder Scott Pricing.” Disclosure on page 24 states “Our estimated net proved reserves
based on Ryder Scott Pricing futures were otherwise prepared on the same basis as our
SEC reserves for the comparable period;” however, the definition of Ryder Scott Pricing
appearing in the forepart of your document and the reserve reports filed as Exhibits 99.14
to 99.18 indicate the reserves volumes were estimated based on escalated price and cost
parameters assumptions.  Please expand your disclosure to present the cost forecast
parameters used in the “Ryder Scott Pricing” analysis and confirmation that all other
items, e.g. reserve forecasts (before economic limit), starting development and operating
costs, and number of proved undeveloped locations, were the same as the SEC reserves
case.  Refer to the disclosure requirements in Item 1202(b) of Regulation S-K. This
comment also applies to the disclosure on pages 160-161.

 FirstName LastNameChristopher P. Kalnin
 Comapany NameBKV Corporation
 October 13, 2022 Page 5
 FirstName LastName
Christopher P. Kalnin
BKV Corporation
October 13, 2022
Page 5
20.The introductory language to your presentation  of estimated proved reserves using Ryder
Scott pricing indicates that the measure is "more reflective" of fair value and provides
investors with a "more meaningful" measure of value.  While the information you have
provided based on alternative pricing and cost assumptions appears to provide investors
with additional information, the basis for your assertions that this additional information is
"more reflective" and "more meaningful" is not clear.  Explain to us, in reasonable detail,
the basis for these assertions, or revise your disclosure to remove them.
21.The presentation based on Ryder Scott  pricing also indicates that you "believe forward-
looking pricing provides relevant and useful information because it is widely used by
investors in our industry as a basis for comparing the relative size and value of our proved
reserves to our peers and in particular addresses the impact of differentials compared with
our peers."  Given that the presentation is based on Ryder Scott assumptions that are not
standardized and may not be the same as assumptions used by your peers, explain to us
your basis for the assertion that the presentation serves as a basis for comparing the
relative size and value of your proved reserves to your peers.
22.Regarding your statement that the presentation based on Ryder Scott pricing "addresses
the impact of differentials compared with our peers", explain to us in reasonable detail
how the treatment of differentials under the Ryder Scott pricing scenario differs from the
treatment of differentials under the presentation based on SEC requirements.
Risk Factors
Risks Related to Our Upstream Business and Industry
Our firm transportation and storage agreements require us to pay demand charges for firm
transportation and storage capacities..., page 30
23.We note you disclose that you are obligated to pay a demand charge for firm
transportation and storage capacity rights under your long-term firm transportation
agreements, regardless of the amount of pipeline or storage capacity you utilize.  Please
disclose your minimum required payments required per year under these agreements.
Use of Proceeds, page 78
24.We note you intend to use the net proceeds from this offering for capital expenditures
and general corporate purposes.  Please revise to more specifically identify the intended
uses and quantify the amount intended to be allocated to each of the identified uses. See
Item 504 of Regulation S-K.
Dividend Policy, page 79
25.Expand your disclosure to describe your intended dividend policy and disclose
that stockholders will have no contractual or other legal right to dividends and that any
payment of future dividends on your common stock will be at the discretion of our board

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 Comapany NameBKV Corporation
 October 13, 2022 Page 6
 FirstName LastName
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BKV Corporation
October 13, 2022
Page 6
of directors.  In addition, disclose whether your dividend policy will be reflected in any
written policies of the company.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Market Outlook, page 96
26.We note you disclose that if you are unable to recover higher costs related to inflation
through higher commodity prices, your current revenue stream, estimates of future
reserves, impairment assessments of natural gas and oil properties, and values of
properties in purchase and sale transactions would all be significantly impacted.  Please
expand your disclosure to specifically describe any efforts to mitigate the impact of
inflation, including changes to your pricing strategy in the near-term, including how you
consider customer sensitivity to price increases and impact on liquidity resulting from
your floating-rate debt.  In addition, discuss whether any such mitigation efforts expose
you to new material risks.
Results of Operations, page 106
27.We note you state the increase in natural gas, NGL and oil revenues for the fiscal year
ended December 31, 2021, increased in part due to higher production volumes driven by
the inclusion of a full year of production from your 2022 Barnett Assets.  It would appear
you mean to refer to the 2020 Barnett Assets which were acquired on October 1, 2020.
Similarly, we note when discussing the loss on contingent consideration liabilities for the
six months ended June 30, 2022, you refer to the Exxon Barnett Acquisition that occurred
on June 30, 2022.  However, this loss originated from the contingent consideration
liability recorded in conjunction with the 2020 Barnett Assets acquisition.  Please revise
your discussion accordingly.
Business
Our Operations
Natural Gas Production, page 145
28.Please provide an explanatory paragraph describing your images on pages 146 and 147.
Drilling, Refrac and Restimulation Activity, page 151
29.You disclose that during each of the years ended De