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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/13/23 White River Energy Corp. S-1/A 128:17M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: S-1/A Pre-Effective Amendment to Registration Statement HTML 4.02M
(General Form)
2: EX-5.1 Opinion of Counsel re: Legality HTML 40K
3: EX-10.20 Material Contract HTML 263K
4: EX-10.21 Material Contract HTML 160K
5: EX-10.22 Material Contract HTML 166K
6: EX-10.23 Material Contract HTML 82K
7: EX-10.24 Material Contract HTML 89K
8: EX-10.25 Material Contract HTML 52K
9: EX-10.26 Material Contract HTML 92K
10: EX-23.1 Consent of Expert or Counsel HTML 31K
11: EX-23.3 Consent of Expert or Counsel HTML 34K
13: EX-FILING FEES Filing Fees HTML 47K
12: EX-99.1 Miscellaneous Exhibit HTML 152K
19: R1 Cover HTML 66K
20: R2 Condensed Consolidated Balance Sheets HTML 207K
21: R3 Condensed Consolidated Balance Sheets HTML 78K
(Parenthetical)
22: R4 Condensed Consolidated Statements of Operations HTML 166K
23: R5 Condensed Consolidated Statements of Operations HTML 38K
(Parenthetical)
24: R6 Condensed Consolidated Statement of Changes in HTML 149K
Stockholders' Equity
25: R7 Condensed Consolidated Statement of Changes in HTML 58K
Stockholders' Equity (Parenthetical)
26: R8 Condensed Consolidated Statements of Cash Flows HTML 206K
27: R9 Description of Business, Basis of Presentation and HTML 224K
Summary of Significant Accounting Policies
28: R10 Revenue HTML 53K
29: R11 Inventories HTML 38K
30: R12 Note Receivable HTML 42K
31: R13 Property and Equipment HTML 67K
32: R14 Accrued Liabilities HTML 42K
33: R15 Capitalized Drilling Costs and Oil and Gas HTML 178K
Properties
34: R16 Due to Related Parties HTML 38K
35: R17 Stockholders? Equity (Deficit) HTML 192K
36: R18 Commitments and Contingencies HTML 39K
37: R19 Concentrations HTML 47K
38: R20 Acquisitions HTML 75K
39: R21 Asset Retirement Obligations HTML 66K
40: R22 Related Party Transactions HTML 46K
41: R23 Leases HTML 96K
42: R24 Income Taxes HTML 40K
43: R25 Subsequent Events HTML 142K
44: R26 Merger HTML 166K
45: R27 Notes Payable - Related Parties HTML 34K
46: R28 Long-Term Debt HTML 73K
47: R29 Senior Secured Convertible Promissory Note HTML 57K
48: R30 Derivative Liabilities HTML 72K
49: R31 Fair Value Measurements HTML 60K
50: R32 Commitments HTML 83K
51: R33 Secured Promissory Note HTML 41K
52: R34 Discontinued Operations HTML 60K
53: R35 Description of Business, Basis of Presentation and HTML 256K
Summary of Significant Accounting Policies
(Policies)
54: R36 Revenue (Tables) HTML 42K
55: R37 Property and Equipment (Tables) HTML 59K
56: R38 Accrued Liabilities (Tables) HTML 41K
57: R39 Capitalized Drilling Costs and Oil and Gas HTML 145K
Properties (Tables)
58: R40 Stockholders? Equity (Deficit) (Tables) HTML 151K
59: R41 Acquisitions (Tables) HTML 53K
60: R42 Asset Retirement Obligations (Tables) HTML 58K
61: R43 Leases (Tables) HTML 92K
62: R44 Subsequent Events (Tables) HTML 131K
63: R45 Merger (Tables) HTML 149K
64: R46 Long-Term Debt (Tables) HTML 72K
65: R47 Derivative Liabilities (Tables) HTML 71K
66: R48 Fair Value Measurements (Tables) HTML 57K
67: R49 Discontinued Operations (Tables) HTML 60K
68: R50 Description of Business, Basis of Presentation and HTML 333K
Summary of Significant Accounting Policies
(Details Narrative)
69: R51 Schedule of Disaggregates Revenues (Details) HTML 42K
70: R52 Inventories (Details Narrative) HTML 38K
71: R53 Note Receivable (Details Narrative) HTML 67K
72: R54 Schedule of Property and Equipment (Details) HTML 61K
73: R55 Property and Equipment (Details Narrative) HTML 55K
74: R56 Schedule of Accrued Liabilities (Details) HTML 39K
75: R57 Schedule of Oil and Gas Properties (Details) HTML 36K
76: R58 Schedule of Oil and Gas Activities (Details) HTML 81K
77: R59 Capitalized Drilling Costs and Oil and Gas HTML 149K
Properties (Details Narrative)
78: R60 Due to Related Parties (Details Narrative) HTML 50K
79: R61 Stockholders? Equity (Deficit) (Details Narrative) HTML 218K
80: R62 Commitments and Contingencies (Details Narrative) HTML 42K
81: R63 Concentrations (Details Narrative) HTML 49K
82: R64 Schedule of Assets Acquired (Details) HTML 58K
83: R65 Acquisitions (Details Narrative) HTML 78K
84: R66 Schedule of Asset Retirement Obligations (Details) HTML 50K
85: R67 Asset Retirement Obligations (Details Narrative) HTML 37K
86: R68 Related Party Transactions (Details Narrative) HTML 73K
87: R69 Schedule of Maturity of Operating Lease Liability HTML 52K
(Details)
88: R70 Schedule of Amortization of Right of Use Asset HTML 51K
(Details)
89: R71 Schedule of Total Lease Cost (Details) HTML 40K
90: R72 Leases (Details Narrative) HTML 55K
91: R73 Income Taxes (Details Narrative) HTML 38K
92: R74 Schedule of Results of Operations (Details) HTML 39K
93: R75 Schedule of Estimated Quantities of Proved HTML 39K
Reserves (Details)
94: R76 Schedule of Estimated Quantities of Net Proved HTML 47K
Development (Details)
95: R77 Schedule of Cost Incurred in Oil and Gas Property HTML 39K
Acquisition Exploration and Development (Details)
96: R78 Schedule of Standardized Measure of Discounted HTML 55K
Future Net Cash Flow (Details)
97: R79 Schedule of Change in Standardized Measure of HTML 62K
Discounted Future Net Cash Flow (Details)
98: R80 Subsequent Events (Details Narrative) HTML 75K
99: R81 Schedule of Purchase Price Allocation (Details) HTML 45K
100: R82 Schedule of Pro Forma Information (Details) HTML 308K
101: R83 Merger (Details Narrative) HTML 57K
102: R84 Notes Payable - Related Parties (Details HTML 33K
Narrative)
103: R85 Schedule of Long-Term Debt (Details) HTML 50K
104: R86 Schedule of Long-Term Debt (Details) HTML 82K
(Parenthetical)
105: R87 Schedule of Maturities (Details) HTML 49K
106: R88 Long-Term Debt (Details Narrative) HTML 34K
107: R89 Senior Secured Convertible Promissory Note HTML 110K
(Details Narrative)
108: R90 Schedule of Fair Value of Each Warrants (Details) HTML 54K
109: R91 Schedule of Remaining Derivative Liabilities HTML 33K
Associated With Offerings (Details)
(Parenthetical)
110: R92 Schedule of Remaining Derivative Liabilities HTML 41K
Associated With Offerings (Details)
111: R93 Schedule of Activity Related to the Derivative HTML 42K
Liabilities (Details)
112: R94 Schedule of Stock Options Weighted Average HTML 44K
Assumptions (Details)
113: R95 Schedule of Stock Option Activity (Details) HTML 75K
114: R96 Schedule of Warrants Activity (Details) HTML 70K
115: R97 Schedule of Fair Value Assumption of Warrants HTML 53K
(Details)
116: R98 Schedule of Maturity of Finance Lease Liability HTML 49K
(Details)
117: R99 Derivative Liabilities (Details Narrative) HTML 35K
118: R100 Schedule of Fair Value Estimates (Details) HTML 42K
119: R101 Schedule of Reconciliation of Liabilities HTML 46K
(Details)
120: R102 Commitments (Details Narrative) HTML 126K
121: R103 Secured Promissory Note (Details Narrative) HTML 51K
122: R104 Schedule of Discontinued Operations (Details) HTML 62K
123: R105 Discontinued Operations (Details Narrative) HTML 42K
126: XML IDEA XML File -- Filing Summary XML 226K
124: XML XBRL Instance -- forms-1a_htm XML 3.84M
125: EXCEL IDEA Workbook of Financial Reports XLSX 338K
15: EX-101.CAL Inline XBRL Taxonomy Extension Calculation XML 258K
Linkbase Document -- wtrv-20221231_cal
16: EX-101.DEF Inline XBRL Taxonomy Extension Definition Linkbase XML 1.71M
Document -- wtrv-20221231_def
17: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 1.76M
Document -- wtrv-20221231_lab
18: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 1.73M
Linkbase Document -- wtrv-20221231_pre
14: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 289K
wtrv-20221231
127: JSON XBRL Instance as JSON Data -- MetaLinks 617± 941K
128: ZIP XBRL Zipped Folder -- 0001493152-23-007321-xbrl Zip 882K
Exhibit 5.1
White River Energy Corp
609 W/ Dickson St., Suite 102 G
Fayetteville, AR, 72701
Attention: Jay Puchir
Chief Executive Officer
Re: Registration Statement on Form S-1
Dear Mr. Puchir:
We have acted as counsel to White River Energy Corp, a Nevada corporation (the “Company”), in connection with the Registration Statement on Form S-1 (File No. 333-268707) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933 (the “Securities Act”) on the date hereof. The Registration Statement relates to (i) the distribution by Ecoark Holdings, Inc. (“Ecoark”) of 42,253,521 shares of the Company’s common stock, par value $0.0001 per share, issuable to Ecoark upon conversion of the 1,200 shares of the Company’s Series A Convertible Preferred Stock (the “Series A”) held by Ecoark, on a pro rata basis to Ecoark’s stockholders, comprised of holders of Ecoark’s outstanding common stock and convertible preferred stock on an as-converted basis (subject to beneficial ownership limitations) (the “Spin-Off Shares”); and (ii) the offer and sale, from time-to-time by the Selling Stockholders identified in the Registration Statement, of (A) up to 14,270,523 shares of common stock (the “PIPE Shares”), which consists of up to 4,756,841 shares of common issuable upon conversion of outstanding shares of the Company’s Series C Convertible Preferred Stock held by the Selling Stockholders (the “Series C”), and up to 9,513,682 shares of common stock issuable upon the exercise of Warrants to purchase common stock held by the Selling Stockholders (the “Warrants,” and together with the PIPE Shares, collectively, the “PIPE Securities”), and/or (B) the up to 9,513,682 Warrants themselves. The Spin-Off Shares and the PIPE Securities are collectively referred to herein as the “Securities.” The shares of Series A were issued to Ecoark, and the Series C and Warrants were issued to the Selling Stockholders, as applicable, as described in the Registration Statement in private placement transactions exempt from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder.
In connection with this opinion, we have examined such documents and such matters of fact and law as we have deemed necessary as a basis for this opinion, including, but not limited to, (i) the Registration Statement, as amended, (ii) the Company’s Certificate of Incorporation and Bylaws, as amended, (iii) the Certificate of Designation of Preferences, Rights and Limitations of the Series A, as amended, (iv) the Certificate of Designation of Preferences, Rights and Limitations of the Series C, (v) the form of Share Exchange Agreement pursuant to which the Series A was issued to Ecoark, (vi) the form of Securities Purchase Agreement and exhibits thereto pursuant to which the Series C and Warrants were issued to the Selling Stockholders, (vii) certain resolutions of the Board of Directors of the Company, and (vii) the forms of Warrant, together with such other corporate documents and records as we deemed appropriate for purposes of the opinions set forth herein.
White River Energy Corp Page 2 |
We have assumed the genuineness of all signatures, the legal capacity of natural persons, the truth, accuracy and completeness of the information, representations and warranties contained in the instruments, documents, certificates and records we have reviewed, the authenticity of the documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, and the authenticity of the originals of all documents submitted to us as copies.
We have also assumed that (i) the Registration Statement and any amendments thereto will have become effective and comply with all applicable laws and no stop order suspending the effectiveness of the Registration Statement will have been issued and remain in effect, in each case, at the time the Shares are offered and sold as contemplated by the Registration Statement, (ii) all shares of common stock to be issued upon conversion of the Series A and the Series C (without the payment of any consideration) and exercise of the Warrants and that if any of the Warrants are exercised, (a) they are exercised for cash, or (b) if they are exercised cashlessly, no consideration has been paid other than surrender of the Warrants, and (iii) any conversion of the Series A or the Series C or exercise of a Warrant is otherwise made in accordance with the terms thereof.
Based on the foregoing, we are of the opinion that the Securities, as and when issued in accordance with the terms of the Series A, Series C and Warrants, as applicable, and for the consideration set forth therein, as applicable, will be validly issued, fully paid and non-assessable, and that the Warrants are valid and binding obligations of the Company under the laws of the State of Nevada, subject to the holder’s payment of the exercise price.
The opinions expressed herein are limited to Chapter 78 of the Nevada Revised Statutes as currently in effect, and we express no opinion as to the effect of any other law of the State of Nevada or the laws of any other jurisdiction.
This opinion is effective as of the date hereof and will remain in effect as of the effectiveness date of the Registration Statement and through the issuances and sales of the Securities thereunder.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to us under the caption “Legal Matters” in the Prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Securities and Exchange Commission thereunder.
| Very truly yours, | |
| Nason, Yeager, Gerson, Harris & Fumero, P.A. |
| This ‘S-1/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/13/23 | None on these Dates | ||
| 3/10/23 | ||||
| List all Filings | ||||