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 99.1
Joint Filing Agreement
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement and/or exhibit thereto) with respect to securities of BKV Corporation, a Delaware corporation, and further agree to the filing, furnishing and/or incorporation by reference of this Joint Filing Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Dated: November 8, 2024
| | |
| BANPU PUBLIC COMPANY LIMITED |
|
|
By: /s/ Chanin Vongkusolkit |
Name: Chanin Vongkusolkit |
Title: Director |
|
|
By: /s/ Sinon Vongkusolkit |
Name: Sinon Vongkusolkit |
Title: Director |
|
|
| BOG CO., LTD. |
|
|
By: /s/ Sinon Vongkusolkit |
Name: Sinon Vongkusolkit |
Title: Director |
|
|
By: /s/ Arisara Sakulkarawek |
Name: Arisara Sakulkarawek |
Title: Director |
|
|
| BANPU NORTH AMERICA CORPORATION |
|
|
By: /s/ Sinon Vongkusolkit |
Name: Sinon Vongkusolkit |
Title: Director |
|
|
By: /s/ Thiti Mekavichai |
Name: Thiti Mekavichai |
Title: Director |
Exhibit 99.2
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Lindsay Larrick, Kathleen Lenox and Maureen Carroll, signing singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority to:
(1) prepare, execute, deliver and file for and on behalf of the undersigned any Schedule 13D or 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other schedules or forms required to be filed or submitted to the U.S. Securities and Exchange Commission (the “SEC”) in accordance with Section 13 of the Exchange Act and the rules promulgated thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition or disposition of securities of BKV Corporation (the “Company”) (each a “Filing”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Filing, complete and execute any amendment or amendments thereto, and timely file such Filing with the SEC and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the attorney-in-fact for the undersigned and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until (i) the undersigned is no longer required to file any Filings pursuant to Section 13 (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (ii) the date that this Power of Attorney is revoked by the undersigned in a signed writing delivered to any of the foregoing attorneys-in-fact or (iii) the date that the applicable attorney-in-fact is no longer employed by the Company or any of its affiliates. For the avoidance of doubt, this Power of Attorney may cease to be in effect for one or more of the attorneys-in-fact named herein while still being in effect for one or more of the other attorneys-in-fact named herein.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument for the uses and purposes herein set forth as of this 8th day of November, 2024.
BANPU PUBLIC COMPANY LIMITED
By: /s/ Chanin Vongkusolkit
Name: Chanin Vongkusolkit
Title: Director
By: /s/ Sinon Vongkusolkit
Name: Sinon Vongkusolkit
Title: Director
Exhibit 99.3
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Lindsay Larrick, Kathleen Lenox and Maureen Carroll, signing singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority to:
(1) prepare, execute, deliver and file for and on behalf of the undersigned any Schedule 13D or 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other schedules or forms required to be filed or submitted to the U.S. Securities and Exchange Commission (the “SEC”) in accordance with Section 13 of the Exchange Act and the rules promulgated thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition or disposition of securities of BKV Corporation (the “Company”) (each a “Filing”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Filing, complete and execute any amendment or amendments thereto, and timely file such Filing with the SEC and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the attorney-in-fact for the undersigned and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until (i) the undersigned is no longer required to file any Filings pursuant to Section 13 (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (ii) the date that this Power of Attorney is revoked by the undersigned in a signed writing delivered to any of the foregoing attorneys-in-fact or (iii) the date that the applicable attorney-in-fact is no longer employed by the Company or any of its affiliates. For the avoidance of doubt, this Power of Attorney may cease to be in effect for one or more of the attorneys-in-fact named herein while still being in effect for one or more of the other attorneys-in-fact named herein.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument for the uses and purposes herein set forth as of this 8th day of November, 2024.
BOG CO., LTD.
By: /s/ Sinon Vongkusolkit
Name: Sinon Vongkusolkit
Title: Director
By: /s/ Arisara Sakulkarawek
Name: Arisara Sakulkarawek
Title: Director
Exhibit 99.4
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and appoints each of Lindsay Larrick, Kathleen Lenox and Maureen Carroll, signing singly, as the undersigned’s true and lawful attorney-in-fact, with full power and authority to:
(1) prepare, execute, deliver and file for and on behalf of the undersigned any Schedule 13D or 13G (including amendments thereto) in accordance with Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and any other schedules or forms required to be filed or submitted to the U.S. Securities and Exchange Commission (the “SEC”) in accordance with Section 13 of the Exchange Act and the rules promulgated thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition or disposition of securities of BKV Corporation (the “Company”) (each a “Filing”);
(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Filing, complete and execute any amendment or amendments thereto, and timely file such Filing with the SEC and any stock exchange or quotation system, self-regulatory association or any other authority, and provide a copy as required by law or advisable to such persons as the attorney-in-fact deems appropriate;
(3) seek or obtain, as the undersigned’s representative and on the undersigned’s behalf information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the attorney-in-fact for the undersigned and approves and ratifies any such release of information; and
(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.
This Power of Attorney shall remain in full force and effect until (i) the undersigned is no longer required to file any Filings pursuant to Section 13 (including amendments thereto) with respect to the undersigned’s holdings of and transactions in securities issued by the Company, (ii) the date that this Power of Attorney is revoked by the undersigned in a signed writing delivered to any of the foregoing attorneys-in-fact or (iii) the date that the applicable attorney-in-fact is no longer employed by the Company or any of its affiliates. For the avoidance of doubt, this Power of Attorney may cease to be in effect for one or more of the attorneys-in-fact named herein while still being in effect for one or more of the other attorneys-in-fact named herein.
IN WITNESS WHEREOF, the undersigned has duly executed this instrument for the uses and purposes herein set forth as of this 8th day of November, 2024.
BANPU NORTH AMERICA CORPORATION
By: /s/ Sinon Vongkusolkit
Name: Sinon Vongkusolkit
Title: Director
By: /s/ Thiti Mekavichai
Name: Thiti Mekavichai
Title: Director
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