Amended Current Report Filing (8-k/a)
28 Octobre 2022 - 11:23PM
Edgar (US Regulatory)
0001589361
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8-K/A
0001589361
2022-07-25
2022-07-25
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iso4217:USD
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
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): July 25, 2022
White
River Energy Corp.
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-192060 |
|
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) |
|
(800)
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:
☐ |
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)) |
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).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Explanatory
Note
This Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K of White River Energy Corp. (the “Company”) originally filed on July 29, 2022 (the “Original 8-K”) is being filed to include the financial statements of White River Holdings Corp (“White River”) and combined pro forma financial information pursuant to Items 2.01 and 9.01 of Form 8-K. The Original 8-K was filed in connection with the Company’s acquisition of 100% of the issued and outstanding capital stock of White River pursuant to the Share Exchange Agreement (the “Transaction”), as more particularly described in the Original 8-K. Additionally, the Original 8-K excluded Item 2.01, and this Amendment also adds that Item.
Item
2.01. Completion of Acquisition or Disposition of Assets.
Reference is made to the Original 8-K for a description of the Transaction, which description is incorporated herein by reference.
Item 9.01 Financial
Statements and Exhibits
(a) Financial statements of businesses acquired.
The audited financial statements of White River as of and for the fiscal years ended March 31, 2022 and 2021 are filed as Exhibit 99.1,
and the unaudited condensed consolidated financial statements of White River for the three months ended June 30, 2022 and 2021 are set
forth in Exhibit 99.2, each of which is incorporated herein by reference.
(b) Pro forma financial information.
Unaudited
pro forma combined financial information for the fiscal year ended March 31, 2022 and as of and for the three months ended June 30, 2022
is filed as Exhibit 99.3 and is incorporated herein by reference.
(d) Exhibits.
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 28, 2022 |
By: |
/s/
Jay Puchir |
|
Name: |
Jay
Puchir |
|
Title: |
Chief
Executive Officer |
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