Filed Pursuant to Rule 424(b)(3)

Registration No. 333-268707

PROSPECTUS SUPPLEMENT

(to Prospectus dated September 29, 2023)

White River Energy Corp

67,651,420 Shares of Common Stock

16,931,266 Warrants to Purchase Shares of Common Stock

This Prospectus Supplement supplements the Prospectus dated September 29, 2023 (the “Prospectus”), which forms a part of the Registration Statement on Form S-1 (File No. 333-268707) filed by White River Energy Corp (“White River” or the “Company”) with the Securities and Exchange Commission. This Prospectus Supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 5, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this Prospectus Supplement.

The Prospectus and this Prospectus Supplement relates to the distribution (the “Spin-Off”) by Ecoark Holdings, Inc., now known as BitNile Metaverse, Inc. (“Ecoark”) of 42,253,521 shares of common stock, par value $0.0001 per share (the “Spin-Off Shares”) of White River, plus up to an additional 1,000 shares of common stock to account for the rounding up of fractional shares, to the holders of Ecoark common stock and convertible preferred stock (on an as-converted basis), and the offering and resale by the selling stockholders identified in the Prospectus of up to 25,396,899 shares of White River common stock and up to 16,931,266 warrants to purchase shares of White River common stock issued in connection with the private placement transactions from October 2022 through April 2023 in a private investment in public equity offering by the Company.

This Prospectus Supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This Prospectus Supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this Prospectus Supplement, you should rely on the information in this Prospectus Supplement.

Without limiting the generality of the foregoing, as a result of the events described in the Current Report, the disclosure set forth in the Prospectus in the sections titled “Prospectus Summary,” “Unaudited Pro Forma Condensed Consolidated Financial Statements,” “Business,” “Principal Stockholders” and “Description of Securities” should be read in conjunction with the updated information set forth in the Current Report attached to this Prospectus, particularly the change in the number of shares of common stock outstanding, termination of the Membership Interest Purchase Agreement with Commenda Securities LLC, and related matters as described in more detail in the Current Report.

See the section entitled “Risk Factors” beginning on page 4 of the Prospectus as well as risks and uncertainties described under similar headings in any amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this Prospectus Supplement or the Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is October 5, 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 29, 2023

White River Energy Corp

(Exact name of registrant as specified in its charter)

Nevada	333-268707	45-3797537
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

609 W/ Dickson St., Suite 102 G
Fayetteville, AR	72701
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 203-5610

N/A

(Former name or former address, if changed since last report.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement.

Termination of Membership Interest Purchase Agreement

On October 2, 2023 White River Energy Corp (the “Company”) terminated the Membership Interest Purchase Agreement dated January 23, 2023 with Commenda Securities, LLC, a registered broker-dealer (“Commenda”), which agreement contemplated the Company’s acquisition of Commenda. As a result of the termination, the Company is now seeking an alternative registered broker-dealer to acquire to meet certain regulatory requirements in connection with its efforts to raise capital through private limited partnership funds through White River Private Capital Management LLC, a subsidiary of the Company, to assist the Company in continuing its oil and gas exploration and drilling activities.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 8.01 is incorporated by reference into this Item 3.02. The transaction was exempt from registration pursuant to Section 3(a)(9) of the Securities Act of 1933.

Item 8.01 Other Information.

Conversion of Series C Preferred Stock

On September 29, 2023, the Company’s 263.1126308 outstanding shares of Series C Convertible Preferred Stock automatically converted into 8,465,633 shares of the Company’s common stock upon effectiveness of the Company’s Registration Statement on Form S-1 (File No. 333-268707).

As a result of the conversion, the number of shares of the Company’s common stock outstanding as of the date of this Current Report on Form 8-K is 19,132,300 shares.

Item 9.01 - Financial Statements and Exhibits

Exhibit No.	Exhibit
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	White River Energy Corp
Date: October 5, 2023	By:	/s/ Randy May
	Name:	Randy May
	Title:	Chief Executive Officer