Item
4.01 Changes in Registrant’s Certifying Accountant.
(a)
Dismissal of Independent Registered Public Accounting Firm
On
March 17, 2023, the Audit Committee of the Board of Directors of White River Energy Corp. (the “Company”), approved the dismissal
of RBSM LLP (“RBSM”), which was then serving as the independent registered public accounting firm of the Company, effective
immediately. The Company subsequently notified RBSM of the dismissal.
The
reports of RBSM on the Company’s consolidated financial statements for the fiscal years ended March 31, 2022 and 2021 did not contain
any adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle,
except that each report on the Company’s consolidated financial statements contained an explanatory paragraph regarding the Company’s
ability to continue as a going concern based on the Company’s recurring losses from operations, negative cash flows from operating
activities and accumulated deficit as of March 31, 2022 and 2021. During the fiscal years ended March 31, 2022 and 2021 and the subsequent
interim period through March 17, 2023, the effective date of RBSM’s dismissal, there were (i) no disagreements (as that term is
defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and RBSM on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of
RBSM would have caused RBSM to make reference thereto in its reports on the consolidated financial statements of the Company for such
years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
As
previously disclosed, on September 28, 2022 the Company changed its fiscal year end from December 31 to March 31 following its acquisition
of White River Holdings Corp. The disclosure in this Current Report on Form 8-K with respect to the fiscal years ended March 31, 2022
and 2021 (which are reflected in the Company’s registration statement on Form S-1 (File No. 333-268707)) also applies to the fiscal
years ended December 31, 2021 and 2020, which are reflected in previous Annual Reports on Form 10-K filed by the Company.
The
Company provided RBSM with a copy of this Form 8-K and requested that RBSM furnish a letter addressed to the Securities and Exchange
Commission stating whether or not RBSM agrees with the above disclosures. A copy
of RBSM’s letter
is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
(b)
Engagement of New Independent Registered Public Accounting Firm
On
March 17, 2023, following approval by the Company’s Audit Committee, the Company appointed MaloneBailey LLP (“MaloneBailey”)
as the new independent registered public accounting firm of the Company.
During
the fiscal years ended March 31, 2022 and 2021 and the subsequent interim period through March 17, 2023, the effective date of MaloneBailey’s
appointment, neither the Company, nor any party on behalf of the Company, consulted with MaloneBailey with respect to either (i) the
application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that
might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided
to the Company by MaloneBailey that was an important factor considered by the Company in reaching a decision as to any accounting, auditing
or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv)
of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).