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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) December 3, 2023

 

White River Energy Corp

(Exact name of registrant as specified in its charter)

 

Nevada   333-268707   45-3797537

(State or other jurisdiction

of incorporation)

 

 

(Commission

File Number)

 

 

(IRS Employer

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 1.01 Entry into a Material Definitive Agreement.

 

From December 3, 2023 through December 6, 2023, White River Energy Corp (the “Company”) entered into Tax Credit Purchase Agreements (each, an “Agreement”) with third party purchasers pursuant to which the Company sold $500,000 of United States federal trust fund tax credits (the “Credits”), which the Company had acquired through a joint venture agreement as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 29, 2023, in exchange for $250,000. The Company’s Board of Directors approved the sale of up to $50,000,000 of Credits for a total purchase price of $25,000,000, and in addition to the sales described above, the Company has entered into Agreements for the sale of an additional $5,300,000 of Credits for a total purchase price of $2,650,000.

 

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete, and is qualified in its entirety by the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit No.   Exhibit
10.1   Form of Tax Credit Purchase Agreement*
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

 

   
 

 

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: December 7, 2023 By: /s/ Randy May
  Name: Randy May
  Title: Chief Executive Officer