BKV Corp美股招股说明书(2026-03-10版)

BKV CORPORATION Common Stock We are offering to sell 5,550,000 shares of our common stock, par value $0.01 per share (the “commonstock”), and Bedrock Energy Partners, LLC (“BEP” or the “selling stockholder”), the selling stockholderidentified in this prospectus supplement, is offering to sell 4,142,089 shares of our common stock. We willnot receive any of the proceeds from the sale of shares of our common stock by the selling stockholder. The underwriter has agreed to purchase our common stock from us and the selling stockholder at aprice of $per share, which will result in approximately $million and $million ofproceeds (before expenses and excluding any exercise by the underwriter of the option we have granted tothe underwriter to purchase additional shares of our common stock) to us and the selling stockholder,respectively. The underwriter may offer shares of our common stock from time to time for sale in one ormore transactions on the New York Stock Exchange (“NYSE”), in the over-the-counter market, throughnegotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related toprevailing market prices or at negotiated prices. For additional information regarding underwritingcompensation, see “Underwriting.” Our shares are listed on the NYSE under the symbol “BKV.” On March6, 2026, the last reported saleprice of our common stock on the NYSE was $30.74 per share. We have granted the underwriter an option for a period of 30days to purchase up to an additional1,453,813 shares of our common stock at the price per share set forth above, less underwriting discounts andcommissions. Investing in our common stock involves risks. You should carefully review and consider the risks anduncertainties described under the heading “Risk Factors” contained on pageS-5herein and pages3and3of theaccompanying prospectuses concerning factors you should consider before investing in shares of our commonstock and the documents incorporated or deemed incorporated by reference in this prospectus supplementbefore investing in our common stock. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIESCOMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINEDTHAT THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUSES IS ACCURATEOR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The underwriter expects to deliver the shares of our common stock on or about, 2026. Sole Book-Running Manager RBC Capital Markets , 2026.The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectuses are notoffers to sell these securities, nor are they soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. The date of this prospectus supplement is TABLE OF CONTENTS PagePROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUSESS-iiiWHERE YOU CAN FIND MORE INFORMATIONS-vDOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUSS-vFORWARD-LOOKING STATEMENTSS-viSUMMARYS-1THE OFFERINGS-3RISK FACTORSS-5USE OF PROCEEDSS-9SELLING STOCKHOLDERS-10MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OFOUR COMMON STOCKS-11UNDERWRITINGS-15LEGAL MATTERSS-21EXPERTSS-21 PROSPECTUS DATED DECEMBER 23, 2025ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS2OUR COMPANY3RISK FACTORS3CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS5SELLING STOCKHOLDER6DESCRIPTION OF CAPITAL STOCK8PLAN OF DISTRIBUTION14LEGAL MATTERS17EXPERTS17 ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION1DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS1OUR COMPANY3OUR SUBSIDARY GUARANTORS3RISK FACTORS3FORWARD-LOOKING STATEMENTS3USE OF PROCEEDS5SELLING STOCKHOLDER6 PageDESCRIPTION OF CAPITAL STOCK8DESCRIPTION OF RIGHTS14DESCRIPTION OF DEBT SECURITIES AND GUARANTEES14DESCRIPTION OF WARRANTS24DESCRIPTION OF UNITS25PLAN OF DISTRIBUTION26LEGAL MATTERS28EXPERTS28 ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of (i)a resale automatic shelf registration statement on FormS-3ASR (File No. 333-292408) that we filed with the Securities and Exchange Commission (“SEC”) onDecember23, 2025 as a “well-known seasoned issuer” as defined in Rule405 of the Securities Act of 1933,as amended (the “Securities Act”) and (ii)a universal shelf registration statement on Form S-3 (File No.333-290676) that we filed with the SEC on October1, 2025 and which became effective under theSecurities Act on December1, 2025. This document consists of two parts. The first part is the prospectus supplement, which describes thespecific terms of this offering and also supplements and updates the information contained or incorporatedby reference in the accompanying prospectuses. The second part is the accompanying prospectuses, whichprov