SEC Form SC 13G filed by BKV Corporation

11/13/24 3:37:27 PM ET

$BKV

Oil & Gas Production

Energy

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SC 13G 1 a3q2024sc13g11132024.htm SC 13G Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

_______________________

BKV CORPORATION

(Name of Issuer)

_______________________

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05603J 108

(CUSIP Number)

September 25, 2024

(Date of Event Which Requires Filing of This Statement)

____________________________________________________________________________________________________

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

⌧ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.: 05603J 108


1	NAMES OF REPORTING PERSONS
	Banpu Public Company Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Thailand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			63,877,614

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			63,877,614

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	63,877,614

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	75.5% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1) Based on 84,600,301 shares of common stock, par value $0.01 per share (the “Common Stock”), of BKV Corporation, a Delaware corporation (the “Issuer”), outstanding as of November 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2024.

CUSIP No.: 05603J 108


1	NAMES OF REPORTING PERSONS
	BOG Co., Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Thailand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			63,877,614

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			63,877,614

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	63,877,614

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	75.5% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)Based on 84,600,301 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2024.

CUSIP No.: 05603J 108


1	NAMES OF REPORTING PERSONS
	Banpu North America Corporation

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			63,877,614

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			63,877,614

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	63,877,614

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	75.5% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

(1)Based on 84,600,301 shares of Common Stock of the Issuer outstanding as of November 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2024.


CUSIP No.: 05603J 108

Item 1(a).			Name of Issuer:
			BKV Corporation

Item 1(b).			Address of Issuer’s Principal Executive Officers:
			1200 17th Street, Suite 2100, Denver, Colorado 80202.

Item 2(a).			Name of Person Filing:
			This Schedule 13G is being filed by and on behalf of (i) Banpu Public Company Limited, a public limited company organized under the laws of Thailand (“Banpu”); (ii) BOG Co., Ltd., a limited company organized under the laws of Thailand and wholly owned subsidiary of Banpu (“BOG”); and (iii) Banpu North America Corporation, a Delaware corporation and wholly owned subsidiary of BOG (“BNAC”) (each a “Reporting Person,” and collectively, the “Reporting Persons”).

Item 2(b).			Address or Principal Business Office or, if None, Residence:
			The principal business office for all Reporting Persons filing is:
			c/o Banpu Public Company Limited
			1550 New Petchburi Road,
			27th Floor, Thanapoom Tower,
			Makkasan, Ratchathewi,
			Bangkok 10400, Thailand

Item 2(c).			Citizenship:
			See Item 4 of each cover page.

Item 2(d).			Title of Class of Securities:
			Common Stock, $0.01 par value per share (“Common Stock”).

Item 2(e).			CUSIP No.:
			05603J 108.

Item 3.			If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
			Not applicable.

Item 4.			Ownership.
			(a) Amount beneficially owned:
			See Item 9 of each cover page.
			(b) Percent of class:
			See Item 11 of each cover page. Percentages have been calculated using 84,600,301 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2024.
			(c) Number of shares as to which the person has:
			(i) Sole power to vote or to direct the vote:


CUSIP No.: 05603J 108
			See Item 5 of each cover page.
			(ii) Shared power to vote or to direct the vote:
			See Item 6 of each cover page.
			(iii) Sole power to dispose or to direct the disposition of:
			See Item 7 of each cover page.
			(iv) Shared power to dispose or to direct the disposition of:
			See Item 8 of each cover page.

Item 5.			Ownership of 5 Percent or Less of a Class.
			Not applicable.


Item 6.			Ownership of More than 5 Percent on Behalf of Another Person.
			Not applicable.

Item 7.			Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
			Not applicable.

Item 8.			Identification and Classification of Members of the Group.
			Not applicable.

Item 9.			Notice of Dissolution of Group.
			Not applicable.

Item 10.			Certifications.
			Not applicable.

CUSIP No.: 05603J 108

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2024


BANPU PUBLIC COMPANY LIMITED

By: /s/ Kathleen Lenox
Name: Kathleen Lenox
Title: Attorney-in-fact pursuant to Power of Attorney attached as in Exhibit 99.2 of this Schedule 13G


BOG CO., LTD.

By: /s/ Kathleen Lenox
Name: Kathleen Lenox
Title: Attorney-in-fact pursuant to Power of Attorney attached as in Exhibit 99.3 of this Schedule 13G


BANPU NORTH AMERICA CORPORATION

By: /s/ Kathleen Lenox
Name: Kathleen Lenox
Title: Attorney-in-fact pursuant to Power of Attorney attached as in Exhibit 99.4 of this Schedule 13G

CUSIP No.: 05603J 108

EXHIBIT INDEX


Exhibit Number			Title
99.1			Joint Filing Agreement, dated as of November 8, 2024, by and among the Reporting Persons (filed herewith).
99.2			Power of Attorney for Banpu (filed herewith).
99.3			Power of Attorney for BOG (filed herewith).
99.4			Power of Attorney for BNAC (filed herewith).

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Recent Analyst Ratings for

$BKV

Date	Price Target	Rating	Analyst
10/25/2024	$24.00	Buy	Truist
10/22/2024	$24.00	Positive	Susquehanna
10/21/2024	$29.00	Buy	Citigroup
10/21/2024	$24.00	Outperform	Evercore ISI
10/21/2024	$28.00	Buy	Jefferies
10/21/2024	$23.00	Overweight	KeyBanc Capital Markets
10/21/2024	$29.00	Outperform	Mizuho
10/21/2024	$24.00	Overweight	Barclays

More analyst ratings

SEC Form SC 13G filed by BKV Corporation

11/13/24 3:37:27 PM ET

$BKV

Oil & Gas Production

Energy

Get the next $BKV alert in real time by email

SC 13G 1 a3q2024sc13g11132024.htm SC 13G Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________________

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

_______________________

BKV CORPORATION

(Name of Issuer)

_______________________

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05603J 108

(CUSIP Number)

September 25, 2024

(Date of Event Which Requires Filing of This Statement)

____________________________________________________________________________________________________

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

⌧ Rule 13d-1(d)

CUSIP No.: 05603J 108


1	NAMES OF REPORTING PERSONS
	Banpu Public Company Limited

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Thailand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			63,877,614

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			63,877,614

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	63,877,614

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	75.5% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

CUSIP No.: 05603J 108


1	NAMES OF REPORTING PERSONS
	BOG Co., Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Thailand

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			63,877,614

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			63,877,614

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	63,877,614

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	75.5% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)Based on 84,600,301 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2024.

CUSIP No.: 05603J 108


1	NAMES OF REPORTING PERSONS
	Banpu North America Corporation

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0

		6	SHARED VOTING POWER
			63,877,614

		7	SOLE DISPOSITIVE POWER
			0

		8	SHARED DISPOSITIVE POWER
			63,877,614

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	63,877,614

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	75.5% (1)

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO


CUSIP No.: 05603J 108

Item 1(a).			Name of Issuer:
			BKV Corporation

Item 1(b).			Address of Issuer’s Principal Executive Officers:
			1200 17th Street, Suite 2100, Denver, Colorado 80202.

Item 2(a).			Name of Person Filing:
			This Schedule 13G is being filed by and on behalf of (i) Banpu Public Company Limited, a public limited company organized under the laws of Thailand (“Banpu”); (ii) BOG Co., Ltd., a limited company organized under the laws of Thailand and wholly owned subsidiary of Banpu (“BOG”); and (iii) Banpu North America Corporation, a Delaware corporation and wholly owned subsidiary of BOG (“BNAC”) (each a “Reporting Person,” and collectively, the “Reporting Persons”).

Item 2(b).			Address or Principal Business Office or, if None, Residence:
			The principal business office for all Reporting Persons filing is:
			c/o Banpu Public Company Limited
			1550 New Petchburi Road,
			27th Floor, Thanapoom Tower,
			Makkasan, Ratchathewi,
			Bangkok 10400, Thailand

Item 2(c).			Citizenship:
			See Item 4 of each cover page.

Item 2(d).			Title of Class of Securities:
			Common Stock, $0.01 par value per share (“Common Stock”).

Item 2(e).			CUSIP No.:
			05603J 108.

Item 3.			If this Statement is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
			Not applicable.

Item 4.			Ownership.
			(a) Amount beneficially owned:
			See Item 9 of each cover page.
			(b) Percent of class:
			See Item 11 of each cover page. Percentages have been calculated using 84,600,301 shares of Common Stock outstanding as of November 8, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2024.
			(c) Number of shares as to which the person has:
			(i) Sole power to vote or to direct the vote:


CUSIP No.: 05603J 108
			See Item 5 of each cover page.
			(ii) Shared power to vote or to direct the vote:
			See Item 6 of each cover page.
			(iii) Sole power to dispose or to direct the disposition of:
			See Item 7 of each cover page.
			(iv) Shared power to dispose or to direct the disposition of:
			See Item 8 of each cover page.

Item 5.			Ownership of 5 Percent or Less of a Class.
			Not applicable.


Item 6.			Ownership of More than 5 Percent on Behalf of Another Person.
			Not applicable.

Item 7.			Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
			Not applicable.

Item 8.			Identification and Classification of Members of the Group.
			Not applicable.

Item 9.			Notice of Dissolution of Group.
			Not applicable.

Item 10.			Certifications.
			Not applicable.

CUSIP No.: 05603J 108

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 13, 2024


BANPU PUBLIC COMPANY LIMITED

By: /s/ Kathleen Lenox
Name: Kathleen Lenox
Title: Attorney-in-fact pursuant to Power of Attorney attached as in Exhibit 99.2 of this Schedule 13G


BOG CO., LTD.

By: /s/ Kathleen Lenox
Name: Kathleen Lenox
Title: Attorney-in-fact pursuant to Power of Attorney attached as in Exhibit 99.3 of this Schedule 13G


BANPU NORTH AMERICA CORPORATION

By: /s/ Kathleen Lenox
Name: Kathleen Lenox
Title: Attorney-in-fact pursuant to Power of Attorney attached as in Exhibit 99.4 of this Schedule 13G

CUSIP No.: 05603J 108

EXHIBIT INDEX


Exhibit Number			Title
99.1			Joint Filing Agreement, dated as of November 8, 2024, by and among the Reporting Persons (filed herewith).
99.2			Power of Attorney for Banpu (filed herewith).
99.3			Power of Attorney for BOG (filed herewith).
99.4			Power of Attorney for BNAC (filed herewith).

Get the next $BKV alert in real time by email

Recent Analyst Ratings for

$BKV

Date	Price Target	Rating	Analyst
10/25/2024	$24.00	Buy	Truist
10/22/2024	$24.00	Positive	Susquehanna
10/21/2024	$29.00	Buy	Citigroup
10/21/2024	$24.00	Outperform	Evercore ISI
10/21/2024	$28.00	Buy	Jefferies
10/21/2024	$23.00	Overweight	KeyBanc Capital Markets
10/21/2024	$29.00	Outperform	Mizuho
10/21/2024	$24.00	Overweight	Barclays

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SEC Form SC 13G filed by BKV Corporation

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$BKV

SEC Form SC 13G filed by BKV Corporation

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$BKV
Insider Trading

Chief Legal and Admin Officer Larrick Lindsay B sold $216,200 worth of shares (10,000 units at $21.62), decreasing direct ownership by 5% to 200,528 units (SEC Form 4)

New insider Read Lauren claimed ownership of 73,198 shares (SEC Form 3)

Chief Legal and Admin Officer Larrick Lindsay B sold $231,307 worth of shares (10,000 units at $23.13), decreasing direct ownership by 5% to 210,528 units (SEC Form 4)

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Analyst Ratings

Truist initiated coverage on BKV Corporation with a new price target

Susquehanna initiated coverage on BKV Corporation with a new price target

Citigroup initiated coverage on BKV Corporation with a new price target

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SEC Filings

SEC Form 10-Q filed by BKV Corporation

BKV Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Statements and Exhibits

BKV Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

$BKV
Insider Purchases

Amendment: Director Sirisaengtaksin Anon bought $90,000 worth of shares (5,000 units at $18.00) (SEC Form 4)

Senior Director Midstream Bowman Simon was granted 3,333 shares and bought $1,800 worth of shares (100 units at $18.00) (SEC Form 4)

Vice President of Operations Lauer Travis bought $13,500 worth of shares (750 units at $18.00) and was granted 11,111 shares (SEC Form 4)

$BKV
Press Releases

BKV Corporation Reports Second Quarter 2025 Financial and Operational Results, Updated 2025 Guidance, Strategic Barnett Shale Acquisition, and Carbon Sequestered Gas Deal

/C O R R E C T I O N -- EnerCom, Inc./

EnerCom Announces Andrew Rapp, Senior Advisor in the U.S. Department of Energy, as Keynote Speaker on August 18th at EnerCom's 30th Anniversary Energy Investment Conference

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Leadership Updates

BKV Appoints Dilanka Seimon as Company's First Chief Commercial Officer

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Financials

BKV Corporation Reports Second Quarter 2025 Financial and Operational Results, Updated 2025 Guidance, Strategic Barnett Shale Acquisition, and Carbon Sequestered Gas Deal

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Large Ownership Changes