September 23, 2024
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Loan Lauren Nguyen | |
| Legal Branch Chief | ||
| Office of Energy & Transportation |
| RE: | BKV Corporation | |
| Registration Statement on Form S-1, as amended (the “Registration Statement”) | ||
| File No. 333-268469 | ||
| Request for Acceleration of Effective Date |
Ladies and Gentlemen:
In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Citigroup Global Markets Inc. and Barclays Capital Inc., as representatives of the several underwriters, hereby join BKV Corporation, the issuer of the securities being registered (the “Registrant”), in requesting that the effective date of the above-referenced Registration Statement be accelerated to 3:00 p.m. Eastern Time, on September 25, 2024, or as soon as practicable thereafter.
Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.
We, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.
[Signature Page Follows]
Sincerely,
| Citigroup Global Markets Inc. | |||
| By: | /s/ Michael Shelly | ||
| Name: | Michael Shelly | ||
| Title: | Managing Director | ||
| Barclays Capital Inc. | |||
| By: | /s/ Robert Stowe | ||
| Name: | Robert Stowe | ||
| Title: | Managing Director | ||
| Acting on behalf of themselves and as the representatives of the several underwriters | |||
Signature Page to Underwriters’ Acceleration Request