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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/19/23 White River Energy Corp. 8-K:1,9 7/13/23 11:409K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 44K
2: EX-10.1 Material Contract HTML 157K
6: R1 Cover HTML 42K
9: XML IDEA XML File -- Filing Summary XML 12K
7: XML XBRL Instance -- form8-k_htm XML 14K
8: EXCEL IDEA Workbook of Financial Report Info XLSX 8K
4: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 96K
Document -- wtrv-20230713_lab
5: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 64K
Linkbase Document -- wtrv-20230713_pre
3: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 12K
wtrv-20230713
10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K
11: ZIP XBRL Zipped Folder -- 0001493152-23-024941-xbrl Zip 38K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i July 13, 2023
(Exact name of registrant as specified in its charter)
| i Nevada | i 333-192060 | i 45-3797537 | ||
| (State or other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| i 609 W/ Dickson St., i Suite 102 G | ||
| i Fayetteville, i AR | i 72701 | |
| (Address of principal executive offices) | (Zip Code) |
| i (800)
i 203-5610
|
| (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
Item 1.01 Entry into a Material Definitive Agreement.
On July 13, 2023, White River Private Capital Management (the “Manager”) and White River Energy Partners I LP (the “Fund”), consolidated subsidiaries of White River Energy Corp (the “Company”), entered into a Managing Broker-Dealer Agreement (the “Agreement”) with Emerson Equity LLC (the “Broker”), pursuant to which the Broker agreed to serve as the managing broker-dealer to assist in selling partnership units of the Fund in a private placement offering for gross proceeds of up to $50,000,000 on a “best efforts” basis. Under the Agreement, the Broker may enlist other broker-dealers which are members of the Financial Industry Regulatory Authority to assist in the selling efforts as part of the selling group for the offering. As compensation for its services, the Broker will be entitled to receive the following compensation: (i) a selling commission of up to 6% of the gross proceeds from units sold by the Broker in the offering (“Total Sales”), which may be allocated to other selling group members, (ii) a placement fee equal to 1.5% of Total Sales, and (iii) a wholesaler fee equal to up to 1.25% of the Total Sales, which may be allocated to other wholesalers in the offering (including potentially to affiliates of the Broker), and (iv) a marketing diligence allowance equal to up to 1% of the Total Sales, which may be allocated to other selling group members. Under the Agreement, the Fund reserves the right to accept or reject any investments in the offering, and to terminate the offering, in its discretion.
The foregoing description of the terms of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Filed or | ||||||||||
| Incorporated by Reference | Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 10.1 | Managing Broker-Dealer Agreement* | Filed | ||||||||
| 10.4 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | Filed | ||||||||
* Certain exhibits and/or schedules have been omitted. The Company hereby agrees to furnish to the Staff of the Securities and Exchange Commission upon request any omitted information.
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: July 19, 2023 | By: | /s/ Jay Puchir |
| Name: | Jay Puchir | |
| Title: | Chief Financial Officer | |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 7/19/23 | None on these Dates | ||
| For Period end: | 7/13/23 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/08/23 White River Energy Corp. 10-Q 9/30/23 87:7.8M M2 Compliance LLC/FA 9/27/23 White River Energy Corp. S-1/A 2:225K M2 Compliance LLC/FA 9/19/23 White River Energy Corp. S-1/A 102:15M M2 Compliance LLC/FA 9/07/23 White River Energy Corp. S-1/A 9/06/23 101:15M M2 Compliance LLC/FA 8/23/23 White River Energy Corp. S-1/A 8/22/23 107:16M M2 Compliance LLC/FA 8/14/23 White River Energy Corp. 10-Q/A 6/30/23 85:7.1M M2 Compliance LLC/FA 8/11/23 White River Energy Corp. 10-Q 6/30/23 92:8.1M M2 Compliance LLC/FA |