CRKR SEC申報文件 - Prairie Operating Co-年度報告，委任書，招股章程

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CIK

1162896

SEC Filings

All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Prairie Operating Co

SEC Filings (Chronological Order)

本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。

May 14, 2026	EX-99.1	Three Months Ended March 31, 2026 Exhibit 99.1 Houston, Texas, May 14, 2026 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”) – an independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquids (“NGL”) resources in the Denver-Julesburg (DJ) Basin – today announced its financial and operational results for the first quarter en
May 14, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2026 Prairie Operating Co UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2026 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission File
May 14, 2026	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2026 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41895 Prairie Operati
May 8, 2026	S-3	As filed with the Securities and Exchange Commission on May 7, 2026 As filed with the Securities and Exchange Commission on May 7, 2026 Registration No.
May 8, 2026	EX-FILING FEES	Security Type Calculation of Filing Fee Tables S-3 Prairie Operating Co. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initi
April 23, 2026	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule
April 23, 2026	ARS	ARS UNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) ☒ ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2025 □ TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfrom to CommissionFileNumber001-41895 PrairieOperatingCo. (Exactnameofregistrantasspecifiedinitscharter) D
April 23, 2026	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ De
April 22, 2026	EX-99.1	Prairie Operating Co. Announces Board of Director Resignation Exhibit 99.1 Prairie Operating Co. Announces Board of Director Resignation Houston, Texas, April 22, 2026 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”) – an independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquids resources in the Denver-Julesburg (DJ) Basin – today announced that G
April 22, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 22, 2026 Prairie Operating Co.
April 9, 2026	EX-4.1	FORM OF WARRANT WARRANT TO PURCHASE SHARES OF COMMON STOCK PRAIRIE OPERATING CO. Exhibit 4.1 FORM OF WARRANT WARRANT TO PURCHASE SHARES OF COMMON STOCK PRAIRIE OPERATING CO. Warrant Shares: 4,000,000 Original Issuance Date: April 8, 2026 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, Hudson Bay PH XIX LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions
April 9, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2026 Prairie Operating C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2026 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fil
April 9, 2026	EX-4.2	FORM OF WARRANT WARRANT TO PURCHASE SHARES OF COMMON STOCK PRAIRIE OPERATING CO. Exhibit 4.2 FORM OF WARRANT WARRANT TO PURCHASE SHARES OF COMMON STOCK PRAIRIE OPERATING CO. Warrant Shares: 3,000,000 Original Issuance Date: July 8, 2026 THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, Hudson Bay PH XIX LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions h
April 9, 2026	EX-10.1	PRAIRIE OPERATING CO. 55 Waugh Drive, Suite 400 Houston, Texas 77007 Exhibit 10.1 PRAIRIE OPERATING CO. 55 Waugh Drive, Suite 400 Houston, Texas 77007 April 8, 2026 Hudson Bay PH XIX LLC c/o High Trail Capital 221 River Street, 9th Floor Hoboken, NJ 07030 Attention: Eric Helenek Re: Agreement re Certain Rights All: Reference is made to the Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (the “Certificate of
April 7, 2026	EX-10.1	AMENDMENT AND RESTATEMENT OF AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND FORM OF ANNIVERSARY WARRANT Exhibit 10.1 AMENDMENT AND RESTATEMENT OF AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND FORM OF ANNIVERSARY WARRANT This AMENDMENT AND RESTATEMENT OF AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND FORM OF ANNIVERSARY WARRANT (this “Amendment”), dated April 6, 2026, is entered into by and among Prairie Operating Co., a Delaware corporation (the “Company”), and each of the investors listed on the S
April 7, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 6, 2026 Prairie Operating Co.
March 31, 2026	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41895 Prairie Operating
March 31, 2026	EX-21.1	Subsidiaries of the Registrant EXHIBIT 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction Otter Holdings, LLC Delaware Prairie Gathering I, LLC Delaware Prairie Operating Co., LLC Delaware Prairie Employee Benefit Pool, LLC Delaware Prairie Operating Holding Co., LLC Delaware Prairie Operating Employee Co., LLC Delaware Prairie SWD Co., LLC Delaware Prairie Minerals, LLC Delaware Creek Road Miners Corp. (fka Kick
March 31, 2026	EX-99.1	February 12, 2026 EXHIBIT 99.1 February 12, 2026 Mr. Bryan Freeman Executive Vice President, Operations Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Re: Evaluation Summary - SEC Price Prairie Operating Co. Interests Total Proved Reserves Certain Properties in Weld Co., CO As of December 31, 2025 Pursuant to the Guidelines of the Securities and Exchange for Reporting Corporate Reserves and Futur
March 31, 2026	EX-4.6	DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 EXHIBIT 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (“Common Stock”), of Prairie Operating Co. (the “Company,” “we,” “our,” or “us”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act
March 30, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2026 Prairie Operating UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2026 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi
March 30, 2026	EX-99.1	Prairie Operating Co. Announces Year End 2025 Results Exhibit 99.1 Prairie Operating Co. Announces Year End 2025 Results • 2025 total revenue of $241.6 million (approximately $315.0 million including Bayswater), an increase of approximately 3,000% year-over-year • Record Adjusted EBITDA(1) of $155.5 million (approximately $220.0 million including Bayswater), an increase of over 975% year-over-year • Approximately 3,900% increase in yearly production
March 25, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 25, 2026 Prairie Operating Co.
March 25, 2026	EX-10.1	AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND FORM OF ANNIVERSARY WARRANT Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND FORM OF ANNIVERSARY WARRANT This AMENDMENT TO SECURITIES PURCHASE AGREEMENT AND FORM OF ANNIVERSARY WARRANT (this “Amendment”), dated March 25, 2026, is entered into by and among Prairie Operating Co., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers (individually, a “Buyer” and collective
March 3, 2026	EX-10.2	SEPARATION AGREEMENT Exhibit 10.2 SEPARATION AGREEMENT This Separation Agreement (this “Agreement”) is entered into by Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Gary C. Hanna (“Executive”) as of March 2, 2026. The Company and Executive are collectively referred to herein as the “Parties.” WHEREAS, Executive serves as the Company’s President under the terms of that c
March 3, 2026	EX-10.1	SEPARATION AGREEMENT Exhibit 10.1 SEPARATION AGREEMENT This Separation Agreement (this “Agreement”) is entered into by Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Edward Kovalik (“Executive”) as of March 2, 2026. The Company and Executive are collectively referred to herein as the “Parties.” WHEREAS, Executive serves as the Company’s Chief Executive Officer under the
March 3, 2026	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) March 2, 2026 Prairie Operating Co.
March 3, 2026	EX-99.1	Prairie Operating Co. Announces Leadership Team Changes Exhibit 99.1 Prairie Operating Co. Announces Leadership Team Changes Richard N. Frommer appointed as Interim President and CEO Erik Thoresen appointed as Chairman of the Board Houston, Texas, March 3, 2026 (GLOBE NEWSWIRE) - Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”), an independent energy company engaged in the development and acquisition of oil, natural
November 14, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2025 Prairie Operati UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission
November 14, 2025	EX-99.1	Prairie Operating Co. Announces Third Quarter 2025 Results Exhibit 99.1 Prairie Operating Co. Announces Third Quarter 2025 Results Houston, Texas, November 14, 2025 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”), an independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquids (“NGL”) resources in the Denver-Julesburg (DJ) Basin – today announced
November 14, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41895 Prairie Ope
September 22, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) September 18, 2025 Prairie Operating Co.
September 22, 2025	EX-16.1	11550 Fuqua St., Ste. 475 Exhibit 16.1 11550 Fuqua St., Ste. 475 Houston, Texas 77034 281-481-1040 Main hlb-cpa.com September 22, 2025 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read Prairie Operating Co.’s statements included under Item 4.01 of its Form 8-K filed on September 22, 2025 and we agree with such statements concerning our firm. Very truly yours, /s/ Ham, Langston & Brezina,
August 15, 2025	EX-10.3	AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.3 Execution Version AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Gregory S. Patton (“Executive”), effective as of August 13, 2025 (the “Effective Date”). This Agreement amends, restates, supersede
August 15, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 13, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware (State or Other Jurisdiction of Incorporation) 001-41895 98-0357690 (Commission F
August 15, 2025	EX-10.1	SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.1 Execution Version SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Edward Kovalik (“Executive”), effective as of August 13, 2025 (the “Effective Date”), and supersedes and replaces in
August 15, 2025	EX-10.2	SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT Exhibit 10.2 Execution Version SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Second Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Gary C. Hanna (“Executive”), effective as of August 13, 2025 (the “Effective Date”), and supersedes and replaces in i
August 12, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41895 Prairie Operatin
August 12, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Prairie Operating UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission F
August 12, 2025	EX-99.1	Prairie Operating Co. Announces First Quarter 2025 Results Exhibit 99.1 Prairie Operating Co. Announces First Quarter 2025 Results Houston, Texas, August 12, 2025 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company,” “Prairie,” “we,” “our,” or “us”), an independent energy company engaged in the development and acquisition of oil, natural gas, and natural gas liquids (“NGL”) resources in the Denver-Julesburg (DJ) Basin – today announced i
June 27, 2025	EX-FILING FEES	Calculation of Filing Fee Table. Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) Prairie Operating Co. (Exact Name of Registrant as Specified in its Charter) Fees Previously Paid Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price (3) Fee Rate Am
June 27, 2025	S-8	As filed with the Securities and Exchange Commission on June 27, 2025 As filed with the Securities and Exchange Commission on June 27, 2025 Registration No.
June 20, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fil
June 20, 2025	424B5	Prairie Operating Co. Up to $75,000,000 of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-286676 PROSPECTUS SUPPLEMENT (To Prospectus Dated May 2, 2025) Prairie Operating Co. Up to $75,000,000 of Common Stock This prospectus supplement and the accompanying prospectus relate to the offer and sale from time to time of shares of our common stock, par value $0.01 per share, through Citigroup Global Markets Inc. and Truist Securities, In
June 20, 2025	EX-1.1	Equity Distribution Agreement, dated June 20, 2025, by and between Prairie Operating Co., Citigroup Global Markets Inc. and Truist Securities, Inc. Exhibit 1.1 Execution Version Prairie Operating Co. $75,000,000 Shares Common Stock ($0.01 par value) Equity Distribution Agreement June 20, 2025 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York, 10013 Truist Securities, Inc. 50 Hudson Yards, 70th Floor New York, New York 10001 Ladies and Gentlemen: Prairie Operating Co., a corporation organized under the laws of Delaware (the
June 6, 2025	EX-10.1	Amendment No. 1 to the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 6, 2025). Exhibit 10.1 AMENDMENT NO. 1 TO THE 2024 amended & restated PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN THIS AMENDMENT NO. 1 TO THE 2024 AMENDED & RESTATED PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN (this “Amendment”) is made effective (the “Effective Date”) upon the approval of the stockholders of Prairie Operating Co. (the “Company”) of this Amendment. All capitalized terms used but not o
June 6, 2025	8-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 4, 2025 Prairie Operating Co UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 4, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission File
May 15, 2025	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41895 Prairie Operati
May 9, 2025	8-K	Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission File
April 30, 2025	CORRESP	Prairie Operating Co. April 30, 2025 Prairie Operating Co. April 30, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Prairie Operating Co. Registration Statement on Form S-3 (File No. 333-286676) Request for Acceleration of Effectiveness Ladies and Gentlemen: Prairie Operating Co. (the “Company”) hereby respectfully requests that the effective date of the
April 30, 2025	LETTER	LETTER April 30, 2025 Edward Kovalik Chief Executive Officer Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Re: Prairie Operating Co. Registration Statement on Form S-3 Filed April 22, 2025 File No. 333-286676 Dear Edward Kovalik: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acc
April 22, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
April 22, 2025	S-3	As filed with the Securities and Exchange Commission on April 22, 2025 As filed with the Securities and Exchange Commission on April 22, 2025 Registration No.
April 22, 2025	ARS	ARS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41895 Prairie Operating
April 22, 2025	EX-FILING FEES	Filing Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Prairie Operating Co.
April 22, 2025	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
April 14, 2025	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State
April 3, 2025	PRE 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State
April 1, 2025	EX-10.1	Amended and Restated Credit Agreement, dated as of March 26, 2025, by and among Prairie Operating Co., Citibank, N.A and the other lenders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on April 1, 2025). Exhibit 10.1 AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 26, 2025 among PRAIRIE OPERATING CO., as the Borrower, CITIBANK, N.A., as Administrative Agent, and The Lenders Party Hereto CITIBANK, N.A., KEYBANC CAPITAL MARKETS INC., MUFG BANK, LTD., TRUIST SECURITIES, INC., UMB BANK, N.A. AND MACQUARIE BANK LIMITED as Joint Lead Arrangers and Bookrunners TABLE OF CONTENTS Page ARTICLE I DEF
April 1, 2025	EX-10.2	Registration Rights Agreement, dated as of March 26, 2025, by and between Prairie Operating Co. and Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP and Bayswater Exploration & Production, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on April 1, 2025). Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of March 26, 2025, among Prairie Operating Co., a Delaware corporation (the “Company”), and each of the several signatories hereto (each such signatory, a “Holder” and, collectively, the “Holders”). This Agreement is made pursuant to the Purchase and Sale Agreement, dated Fe
April 1, 2025	8-K	Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi
March 26, 2025	EX-3.1	Certificate of Designation of Preferences, Rights and Limitations of Series F Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 26, 2025). Exhibit 3.1 PRAIRIE OPERATING CO. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Gary Hanna and Edward Kovalik, do hereby certify that: 1. They are the President and Chief Executive Officer, respectively, of Prairie Operating Co., a Delaware corporation (the “
March 26, 2025	424B5	8,555,555 Shares Prairie Operating Co. Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282730 PROSPECTUS SUPPLEMENT (To Prospectus Dated December 20, 2024) 8,555,555 Shares Prairie Operating Co. Common Stock Prairie Operating Co. (the “Company,” “we,” “our” or “us”) is offering 8,555,555 shares of our common stock, par value $0.01 per share (“Common Stock”). Our Common Stock is traded on the Nasdaq Capital Market (“NASDAQ”) under
March 26, 2025	EX-4.1	Form of Warrant to Purchase Shares of Common Stock of Prairie Operating Co. (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 26, 2025). Exhibit 4.1 FORM OF WARRANT WARRANT TO PURCHASE SHARES OF COMMON STOCK PRAIRIE OPERATING CO. Warrant Shares: [●]1 Original Issuance Date:2 [●] THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time o
March 26, 2025	8-K	Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi
March 26, 2025	EX-10.1	Securities Purchase Agreement, dated as of March 24, 2025, by and among Prairie Operating Co. and each of the investors listed on the Schedule of Buyers attached thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 26, 2025). Exhibit 10.1 CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 24, 2025, is by and among Prairie Operating Co., a Delaware cor
March 26, 2025	EX-1.1	Underwriting Agreement, dated as of March 24, 2025, by and between Prairie Operating Co. and Citigroup Global Markets Inc., as representative of the several underwriters named therein. Exhibit 1.1 Execution Prairie Operating Co. 8,555,555 Shares1 Common Stock ($0.01 par value) Underwriting Agreement New York, New York March 24, 2025 Citigroup Global Markets Inc. As representative of the several Underwriters named in Schedule II hereto, c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: Prairie Operating Co., a corporation organi
March 26, 2025	424B5	148,250 Shares of Series F Convertible Preferred Stock Warrants to Purchase Shares of our Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-282730 PROSPECTUS SUPPLEMENT (To Prospectus dated December 20, 2024) 148,250 Shares of Series F Convertible Preferred Stock Warrants to Purchase Shares of our Common Stock Prairie Operating Co. (the “Company,” “we,” “our” or “us”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “
March 24, 2025	424B5	SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED March 24, 2025 Filed Pursuant to Rule 424(b)(5) Registration No. 333-282730 This preliminary prospectus supplement and the accompanying base prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary pros
March 24, 2025	EX-99.3	FORM OF WARRANT WARRANT TO PURCHASE SHARES OF COMMON STOCK PRAIRIE OPERATING CO. Exhibit 99.3 FORM OF WARRANT WARRANT TO PURCHASE SHARES OF COMMON STOCK PRAIRIE OPERATING CO. Warrant Shares: [●]1 Original Issuance Date:2 [●] THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time
March 24, 2025	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi
March 24, 2025	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi
March 24, 2025	424B5	SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED March 24, 2025 Filed Pursuant to Rule 424(b)(5) Registration No. 333-282730 This preliminary prospectus supplement and the accompanying base prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary pros
March 24, 2025	S-3MEF	As filed with the Securities and Exchange Commission on March 24, 2025 As filed with the Securities and Exchange Commission on March 24, 2025 Registration No.
March 24, 2025	EX-99.4	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.4 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, on February 6, 2025, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement (the “Bayswater PSA”) by and among the Company, certain of the Company’s subsidiaries and Bayswater Resources, LLC and affiliates (the “Bayswater Entities”) to acquire certain assets for a total consid
March 24, 2025	EX-99.1	SECURITIES PURCHASE AGREEMENT Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 24, 2025, is by and among Prairie Operating Co., a Delaware corporation with offices located at 55 Waugh Drive, Suite 400, Houston, TX 77007 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buy
March 24, 2025	EX-99.5	March 17, 2025 Exhibit 99.5 March 17, 2025 Mr. Bryan Freeman Executive Vice President, Operations Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Re: Evaluation Summary - SEC Price Prairie Operating Co. Interests Total Proved Reserves Certain Properties in Weld Co., CO As of December 31, 2024 Pursuant to the Guidelines of the Securities and Exchange for Reporting Corporate Reserves and Future N
March 24, 2025	EX-99.3	MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS OF The ACQUIRED PROPERTIES Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS OF The ACQUIRED PROPERTIES Certain aspects of the presentation of the results of operations of the Acquired Properties (as defined below) have been conformed for purposes of presenting comparable results. The following discussion and analysis of the results of operations of the Acquired Properties should be read in conjunct
March 24, 2025	EX-99.2	PRAIRIE OPERATING CO. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES F CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW Exhibit 99.2 PRAIRIE OPERATING CO. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES F CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Gary Hanna and Edward Kovalik, do hereby certify that: 1. They are the President and Chief Executive Officer, respectively, of Prairie Operating Co., a Delaware corporation (the
March 24, 2025	EX-99.2	Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Years Ended December 31, 2024 and 2023 Table of Contents Exhibit 99.2 Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Years Ended December 31, 2024 and 2023 Table of Contents Page Independent Auditor’s Report 1 Financial Statements Combined Statement of Revenues and Direct Operating Expenses 3 Notes to Combined Statement of Revenues and Direct Operating Expenses 4 Supplemental Oil and Gas Information (Unaudited) 8
March 24, 2025	EX-FILING FEES	Filing Fee Table.* Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Prairie Operating Co.
March 17, 2025	EX-10.1	Amendment to Purchase and Sale Agreement, dated as of March 14, 2025, by and among Prairie Operating Co., Otter Holdings, LLC, Prairie SWD Co., LLC., Prairie Gathering I, LLC, Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP and Bayswater & Production, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 17, 2025). Exhibit 10.1 Execution Version AMENDMENT to purchase AND SALE agreement This Amendment to purchase AND SALE agreement (this “Amendment”), is made and entered into as of March 14, 2025 (the “Effective Date”), by and among Bayswater Resources LLC, a Delaware limited liability company (“Bayswater Resources”); Bayswater Fund III-A, LLC, a Delaware limited liability company (“Bayswater Fund III-A”); Ba
March 17, 2025	8-K	Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi
March 12, 2025	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fil
March 12, 2025	EX-99.1	Prairie Operating Co. Announces the Promotion of Gregory S. Patton to Chief Financial Officer Exhibit 99.1 Prairie Operating Co. Announces the Promotion of Gregory S. Patton to Chief Financial Officer HOUSTON, Texas, March 11, 2025 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP) (the “Company” or “Prairie”), today announced the promotion, effective April 1st, of Gregory S. Patton to Chief Financial Officer. Mr. Patton, who joined Prairie last year as Executive Vice President of Com
March 6, 2025	EX-4.6	Exhibit 4.6 EXHIBIT 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (“Common Stock”), of Prairie Operating Co. (the “Company,” “we,” “our,” or “us”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act
March 6, 2025	EX-99.1	Report of Cawley, Gillespie & Associates, Inc., dated February 6, 2025, as to the reserves of Prairie Operating Co. as of December 31, 2024. Exhibit 99.1
March 6, 2025	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41895 Prairie Operating
March 6, 2025	EX-19.1	Insider Trading Policy. Exhibit 19.1 PRAIRIE OPERATING CO. insider Trading Policy (Adopted as of June 15, 2023) This Insider Trading Policy (this “Policy”) provides guidance to directors, executive officers, and employees of Prairie Operating Co. (the “Company”) with respect to transactions in the Company’s securities (such as common stock, options to buy or sell common stock, warrants, convertible securities, and debt s
March 6, 2025	EX-21.1	List of Subsidiaries. Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Name Jurisdiction Otter Holdings, LLC Delaware Prairie Gathering I, LLC Delaware Prairie Operating Co., LLC Delaware Prairie Employee Benefit Pool, LLC Delaware Prairie Operating Holding Co., LLC Delaware Prairie Operating Employee Co., LLC Delaware Prairie SWD Co., LLC Delaware Creek Road Miners Corp. (fka Kick the Can Corp) Nevada Con TV LLC
February 7, 2025	424B5	SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 7, 2025 Filed Pursuant to Rule 424(b)(5) Registration No. 333-282730 This preliminary prospectus supplement and the accompanying base prospectus are part of an effective registration statement filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the information in this preliminary prospectus supplement is not complete and may be changed. This preliminary pros
February 7, 2025	EX-99.6	INFORMATION ABOUT NRO Exhibit 99.6 INFORMATION ABOUT NRO Description of the Business Certain aspects of the presentation of the results of operations of Nickel Road Operating LLC, a Delaware limited liability company, and its subsidiaries (herein referred to collectively as “NRO”), have been conformed for purposes of presenting comparable results. For full historical financial statements of NRO for the periods presente
February 7, 2025	EX-99.3	Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Nine Months Ended September 30, 2024 and 2023 Table of Contents Exhibit 99.3 Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Nine Months Ended September 30, 2024 and 2023 Table of Contents Page Independent Auditor’s Review Report Financial Statements Combined Statement of Revenues and Direct Operating Expenses 3 Notes to Combined Statement of Revenues and Direct Operating Expenses 4 [Plante & Moran, PLLC Letterhead] Inde
February 7, 2025	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2025 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission
February 7, 2025	EX-99.1	Prairie Operating Co. Announces Acquisition of DJ Basin Assets from Bayswater Exploration and Production for Approximately $600 Million Exhibit 99.1 Prairie Operating Co. Announces Acquisition of DJ Basin Assets from Bayswater Exploration and Production for Approximately $600 Million ● Adds ~24,000 net acres in Weld County and ~26 mboepd of oil-weighted (69% liquids) net production ● Adds 77.9 MMboe and ~$1.1 Billion in Proved PV-10 value(1)(2) ● Attractive valuation, highly accretive across key cash flow metrics ● Significantly i
February 7, 2025	EX-99.7	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.7 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”), and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for
February 7, 2025	EX-99.8	Report of Cawley, Gillespie & Associates, Inc. Relating to the Estimated Pro Forma Reserves of the Company as of November 30, 2024. Exhibit 99.8
February 7, 2025	EX-15.1	Letter of Plante & Moran, PLLC regarding Unaudited Financial Information. Exhibit 15.1 AUDITOR’S ACKNOWLEDGMENT We acknowledge the incorporation by reference in Prairie Operating Co.’s (“Prairie”) Registration Statement No. 333-282730 on Form S-3 of our independent auditor’s review report dated February 6, 2025 related to our review of the combined statement of revenues and direct operating expenses of certain oil and natural gas properties of Bayswater Resources, LLC,
February 7, 2025	EX-99.2	Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Years Ended December 31, 2023 and 2022 Table of Contents Exhibit 99.2 Acquired Properties Combined Statement of Revenue and Direct Operating Expenses For the Years Ended December 31, 2023 and 2022 Table of Contents Page Independent Auditor’s Report Financial Statements Combined Statement of Revenues and Direct Operating Expenses 4 Notes to Combined Statement of Revenues and Direct Operating Expenses 5 Supplemental Oil and Gas Information (Unaudited) 9 [
February 7, 2025	EX-10.1	Purchase and Sale Agreement, dated as of February 6, 2025, by and between Prairie Operating Co., Otter Holdings, LLC, Prairie SWD Co., LLC, Prairie Gathering I, LLC, Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP and Bayswater Exploration & Production, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 7, 2025). Exhibit 10.1 Execution Version Purchase and Sale Agreement between Bayswater Resources LLC Bayswater Fund III-A, LLC Bayswater Fund III-B, LLC Bayswater Fund IV-A, LP Bayswater Fund IV-B, LP Bayswater Fund IV-Annex, LP and Bayswater Exploration & Production, LLC as Sellers and Prairie Operating Co. as Buyer and Prairie Operating Co., LLC Otter Holdings, LLC Prairie SWD Co., LLC and Prairie Gatheri
February 7, 2025	EX-99.4	MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS OF The ACQUIRED PROPERTIES Exhibit 99.4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS OF The ACQUIRED PROPERTIES Certain aspects of the presentation of the results of operations of the Acquired Properties (as defined below) have been conformed for purposes of presenting comparable results. The following discussion and analysis of the results of operations of the Acquired Properties should be read in conjunct
December 20, 2024	CORRESP	Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 December 20, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Registration Statement on Form S-3 (as amended) File No. 333-282730 Ladies and Gentlemen: O
December 20, 2024	CORRESP	Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 December 20, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Withdrawal of Acceleration Request Registration Statement on Form S-3, as amended (File No. 333-282730) Prairie O
December 19, 2024	CORRESP	Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 December 19, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Registration Statement on Form S-3 (as amended) File No. 333-282730 Ladies and Gentlemen: O
December 19, 2024	8-K	Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 16, 2024 Prairie Operating Co. (Exact Name of Registrant as Specified in Charter) Delaware 001-41895 98-0357690 (State or Other Jurisdiction of Incorporation) (Commission Fil
December 19, 2024	EX-10.1	Credit Agreement, dated December 16, 2024, by and among Prairie Operating Co., as borrower, Citibank, N.A., as administrative agent, and the financial institutions party thereto. Exhibit 10.1 Execution Version CREDIT AGREEMENT dated as of December 16, 2024 among PRAIRIE OPERATING CO., as the Borrower, CITIBANK, N.A., as Administrative Agent, and The Lenders Party Hereto CITIBANK, N.A. as Lead Arranger and Bookrunner TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS 1 Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Type
December 19, 2024	EX-10.2	Amended and Restated Subordinated Note, dated as of December 16, 2024, by and among Prairie Operating Co., First Idea Ventures LLC and The Hideaway Entertainment LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2024). Exhibit 10.2 Execution Version THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDIN
December 16, 2024	LETTER	LETTER December 16, 2024 Edward Kovalik Chief Executive Officer Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Re: Prairie Operating Co. Amendment No. 2 to Registration Statement on Form S-3 Filed December 10, 2024 File No. 333-282730 Dear Edward Kovalik: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your
December 16, 2024	CORRESP	Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 December 16, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Registration Statement on Form S-3 Filed December 10, 2024 File No. 333-282730 Ladies and G
December 10, 2024	S-3/A	As filed with the Securities and Exchange Commission on December 10, 2024 As filed with the Securities and Exchange Commission on December 10, 2024 Registration No.
December 10, 2024	CORRESP	Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 December 10, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Amendment No. 1 to Registration Statement on Form S-3 Filed November 22, 2024 File No. 333-
December 10, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Prairie Operating Co.
December 9, 2024	LETTER	LETTER December 9, 2024 Edward Kovalik Chief Executive Officer Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Re: Prairie Operating Co. Amendment No. 1 to Registration Statement on Form S-3 Filed November 22, 2024 File No. 333-282730 Dear Edward Kovalik: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your
November 27, 2024	EX-99.1	Nickel Road Operating LLC and Subsidiaries As of September 30, 2024 and December 31, 2023 and for the Nine Months Ended September 30, 2024 and 2023 EXHIBIT 99.1 Nickel Road Operating LLC and Subsidiaries As of September 30, 2024 and December 31, 2023 and for the Nine Months Ended September 30, 2024 and 2023 Table of Contents Page Consolidated Financial Statements Consolidated Balance Sheets 1 Consolidated Statements of Operations 3 Consolidated Statements of Changes in Members’ Capital 4 Consolidated Statements of Cash Flows 5 Notes to Consol
November 27, 2024	8-K	Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 27, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction (Commission (IRS Employer of
November 27, 2024	EX-99.2	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EXHIBIT 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”), and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for
November 22, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Prairie Operating Co.
November 22, 2024	S-3/A	As filed with the Securities and Exchange Commission on November 22, 2024 As filed with the Securities and Exchange Commission on November 22, 2024 Registration No.
November 22, 2024	CORRESP	Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, Texas 77007 November 22, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Registration Statement on Form S-3 Filed October 18, 2024 File No. 333-282730 Ladies and Ge
November 21, 2024	EX-10.1	Termination of Stockholders Agreement, dated November 15, 2024, by and among Prairie Operating Co., Bristol Capital Advisors, LLC, Paul L. Kessler, Gary C. Hanna and Edward Kovalik. Exhibit 10.1 Termination of STOCKHOLDERS AGREEMENT This Termination of STOCKHOLDERS AGREEMENT (this “Termination”), dated as of November 15, 2024 (the “Effective Date”), is entered into by and among Prairie Operating Co., a Delaware corporation (the “Company”), Bristol Capital Advisors, LLC, a Delaware limited liability company (“Bristol”), Paul L. Kessler, an individual residing in the State of U
November 21, 2024	8-K	Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): November 15, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation or organizat
November 21, 2024	EX-99.1	Prairie Operating Co. Welcomes Energy Industry Veteran Richard N. Frommer to Its Board of Directors Exhibit 99.1 Prairie Operating Co. Welcomes Energy Industry Veteran Richard N. Frommer to Its Board of Directors HOUSTON, Texas, November 21, 2024 (GLOBE NEWSWIRE) - Prairie Operating Co. (Nasdaq: PROP) (the “Company” or “Prairie”) today announced that Richard N. Frommer, former Chief Executive Officer of Great Western Petroleum, esteemed energy industry veteran, and current Prairie Advisory Board
November 14, 2024	LETTER	LETTER November 14, 2024 Edward Kovalik Chief Executive Officer Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Re: Prairie Operating Co. Registration Statement on Form S-3 Filed October 18, 2024 File No. 333-282730 Dear Edward Kovalik: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and
November 8, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41895 Prairie Ope
November 8, 2024	EX-10.12	Assignment and Assumption Agreement, dated as of September 30, 2024, by and among Prairie Operating Co., BOKA Energy LP, Rose Hill Holdings Limited, Anchorman Holdings Inc. and Blackstem Forest, LLC (incorporated by reference to Exhibit 10.12 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2024). Exhibit 10.12 Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made effective as of September 30, 2024, by and among (i) BOKA Energy LP (“Assignor”); (ii) Rose Hill Holdings Limited, an Isle of Man company (“Rose Hill”), Anchorman Holdings Inc., a British Virgin Islands company (“Anchorman”), and Blackstem Forest, LLC, a Wyoming l
November 1, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 30, 2024 Prairie Operating Co. (Exact Name of Registrant as Specified in Charter) Delaware 001-41895 98-0357690 (State or Other Jurisdiction of Incorporation) (Commission File
October 18, 2024	EX-FILING FEES	Filing Fee Table Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-3 (Form Type) Prairie Operating Co.
October 18, 2024	S-3	As filed with the Securities and Exchange Commission on October 18, 2024 As filed with the Securities and Exchange Commission on October 18, 2024 Registration No.
October 8, 2024	EX-99.1	JOINT FILING AGREEMENT EX-99.1 2 d826166dex991.htm EX-99.1 CUSIP No. 97751C100 13G Page 9 of 9 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the common stock of Prairie Operating Co., dated as of October 8, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of
October 8, 2024	SC 13G	WIZD / Wizard Brands Inc / THRC Holdings, LP - SC 13G Passive Investment SC 13G 1 d826166dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Prairie Operating Co. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 97751C100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the app
October 4, 2024	EX-99.8	INFORMATION ABOUT NRO Exhibit 99.8 INFORMATION ABOUT NRO Description of the Business Certain aspects of the presentation of NRO’s results of operations have been conformed for purposes of presenting comparable results. For full historical financial statements of NRO for the periods presented, please see the financial statements of NRO for the six months ended June 30, 2024 filed herewith, and for the year ended Decembe
October 4, 2024	EX-99.7	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.7 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”), and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for
October 4, 2024	EX-10.8	Non-Compensatory Option Purchase Agreement, dated as of September 30, 2024, by and among Prairie Operating Co. and Rose Hill Holdings Limited (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 10.8 PRAIRIE OPERATING CO. NON-COMPENSATORY OPTION AGREEMENT To: Rose Hill Holdings Limited Date of Grant: September 30, 2024 Purchase Price: $3,000 Number of Shares: 300,000 Exercise Price per Share: $0.25 Expiration Date: August 31, 2027 This Prairie Operating Co. Non-Compensatory Option Agreement (this “Agreement” or this “Amendment”) is entered into between Prairie Operating Co., LLC,
October 4, 2024	RW	Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 October 4, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C., 20549 Re: Prairie Operating Co. Withdrawal of Registration Statement on Form S-1 File No. 333- 276998 Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Act of 1933, as a
October 4, 2024	EX-99.4	Prairie Operating Co. (the “Company”) is providing an update to its previously described development plan in connection with the closing of the NRO Acquisition and the preparation of the combined reserve report as of June 30, 2024 (the “Combined Rese Exhibit 99.4 Prairie Operating Co. (the “Company”) is providing an update to its previously described development plan in connection with the closing of the NRO Acquisition and the preparation of the combined reserve report as of June 30, 2024 (the “Combined Reserve Report”). This disclosure should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31,
October 4, 2024	EX-10.5	Prairie Operating Company Subordinated Note, dated September 30, 2024, by and among Prairie Operating Co., First Idea Ventures LLC and The Hideaway Entertainment LLC (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 10.5 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS. THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATED TO THE PRIOR
October 4, 2024	EX-10.4	Registration Rights Agreement, dated as of September 30, 2024, by and between Prairie Operating Co. and YA II PN, LTD (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of September 30, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and PRAIRIE OPERATING CO., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually
October 4, 2024	EX-99.2	Prairie Operating Co. Completes Acquisition of Oil-Weighted DJ Basin Assets from Nickel Road Operating Exhibit 99.2 Prairie Operating Co. Completes Acquisition of Oil-Weighted DJ Basin Assets from Nickel Road Operating HOUSTON, Texas, October 2, 2024 (GLOBE NEWSWIRE) - Prairie Operating Co. (Nasdaq: PROP) (the “Company” or “Prairie”) today announced the closing of its previously announced $84.5 million acquisition of the oil-weighted assets of Nickel Road Operating, LLC (“NRO”), a portfolio company
October 4, 2024	EX-99.6	October 2, 2024 Exhibit 99.6 October 2, 2024 Mr. Bryan Freeman – Executive Vice President Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Re: Evaluation Summary Prairie Operating Co. Interests Total Proved and Possible Undeveloped Reserves Certain Properties in Weld Co., CO As of June 30, 2024 Pursuant to the Guidelines of the Securities and Exchange for Reporting Corporate Reserves and Future N
October 4, 2024	EX-10.2	Convertible Promissory Note, dated September 30, 2024, in favor of YA II PN, LTD (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU
October 4, 2024	EX-10.7	Global Guaranty Agreement, dated September 30, 2024, by Prairie Operating Co., LLC, in favor of First Idea Ventures LLC and The Hideaway Entertainment LLC (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 10.7 GLOBAL GUARANTY AGREEMENT This Global Guaranty Agreement (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of September 30, 2024, by Prairie Operating Co., LLC a Delaware corporation (“Prairie LLC”, together with any subsequent party that may join in this Guaranty, the “Guarantors”) in favor of each “Notehold
October 4, 2024	EX-10.1	Standby Equity Purchase Agreement, dated as of September 30, 2024, by and among Prairie Operating Co. and YA II PN, LTD (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of September 30, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and PRAIRIE OPERATING CO., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein indiv
October 4, 2024	EX-10.3	Global Guaranty Agreement, dated September 30, 2024, by Prairie Operating Co., LLC and Prairie Operating Holding Co., LLC, in favor of YA II PN, LTD (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 10.3 GLOBAL GUARANTY AGREEMENT This Guaranty (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Guaranty”) is made as of September 30, 2024, by Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie”), and Prairie Operating Holding Co., LLC a Delaware limited liability company (“Prairie Holding,” and collectively with Prairie
October 4, 2024	EX-10.6	Registration Rights Agreement, dated as of September 30, 2024, by and between Prairie Operating Co. and the holders party thereto (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 30, 2024, between Prairie Operating Co., a Delaware corporation (the “Company”), and each of the signatories hereto (each such party, a “Holder” and, collectively, the “Holders”). The initial Holders and any other party that may become a party hereto pursuant to
October 4, 2024	EX-99.5	Nickel Road Operating LLC and Subsidiaries As of June 30, 2024 and December 31, 2023 and for the Six Months Ended June 30, 2024 and 2023 Exhibit 99.5 Nickel Road Operating LLC and Subsidiaries As of June 30, 2024 and December 31, 2023 and for the Six Months Ended June 30, 2024 and 2023 Table of Contents Page Consolidated Financial Statements Consolidated Balance Sheets 1 Consolidated Statements of Income 3 Consolidated Statements of Changes in Members’ Capital 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financia
October 4, 2024	EX-10.9	Non-Compensatory Option Purchase Agreement, dated as of September 30, 2024, by and among Prairie Operating Co. and Anchorman Holdings Inc. (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 10.9 Execution Version PRAIRIE OPERATING CO. NON-COMPENSATORY OPTION AGREEMENT To: Anchorman Holdings Inc. Date of Grant: September 30, 2024 Purchase Price: $2,000 Number of Shares: 200,000 Exercise Price per Share: $0.25 Expiration Date: August 31, 2027 This Prairie Operating Co. Non-Compensatory Option Agreement (this “Agreement” or this “Amendment”) is entered into between Prairie Opera
October 4, 2024	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Other Events, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commissio
October 4, 2024	EX-99.3	Private Placement Presentation, July 2024. Exhibit 99.3
October 4, 2024	EX-4.1	Form of Common Stock Purchase Warrant issued by Prairie Operating Co. to the Noteholders (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR
October 4, 2024	EX-99.1	SECURITIES PURCHASE AGREEMENT Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 30, 2024 between Prairie Operating Co., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditio
October 4, 2024	EX-10.10	Non-Compensatory Option Purchase Agreement, dated as of September 30, 2024, by and among Prairie Operating Co. and Blackstem Forest, LLC (incorporated by reference to Exhibit 10.10 of the Company’s Current Report on Form 8-K, filed with the SEC on October 4, 2024). Exhibit 10.10 PRAIRIE OPERATING CO. NON-COMPENSATORY OPTION AGREEMENT To: Blackstem Forest, LLC Date of Grant: September 30, 2024 Purchase Price: $3,000 Number of Shares: 300,000 Exercise Price per Share: $0.25 Expiration Date: August 31, 2027 This Prairie Operating Co. Non-Compensatory Option Agreement (this “Agreement” or this “Amendment”) is entered into between Prairie Operating Co., LLC, a De
August 20, 2024	8-K	Other Events, Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission F
August 20, 2024	EX-3.2	Certificate of Amendment to the Certificate of Designation of Series D Convertible Preferred Stock of Prairie Operating Co. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024). Exhibit 3.2 Certificate of Amendment of Certificate of Designation of Series D Convertible Preferred Stock of PRAIRIE OPERATING CO. Pursuant to Section 242 of the Delaware General Corporation Law This Certificate of Amendment to the Certificate of Designation of Series D Convertible Preferred Stock (the “Amendment”) is dated as of August 19, 2024. WHEREAS, the board of directors (the “Board”) of P
August 20, 2024	EX-10.2	Consent and Agreement, dated as of August 15, 2024, by and among Prairie Operating Co. and Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024). Exhibit 10.2 CONSENT AND AGREEMENT August 15, 2024 This Consent and Agreement (this “Agreement”) is dated as of August 15, 2024, by and between Prairie Operating Co., a Delaware corporation (the “Company”) and Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust (including its successors and assigns, the “Holder”). WHEREAS, the Holder is the holder of (i) 2,039,614 shares of common stock,
August 20, 2024	EX-10.1	Amendment to Asset Purchase Agreement, dated as of August 15, 2024, by and among Nickel Road Development LLC, Nickel Road Operating LLC, Prairie Operating Co. and Prairie Operating Co., LLC. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024). Exhibit 10.1 AMENDMENT to asset purchase agreement This Amendment to asset purchase agreement (this “Amendment”), is made and entered into as of August 15, 2024 (the “Effective Date”), by and among Nickel Road Development LLC, a Delaware limited liability company (“Seller”), Nickel Road Operating LLC, a Delaware limited liability company (“NR Operator”), and Prairie Operating Co., a Delaware corpo
August 20, 2024	EX-3.1	Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024). Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PRAIRIE OPERATING CO. Prairie Operating Co. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows: 1. The original Certificate of Incorporation of the Corporation (formerly known
August 20, 2024	EX-3.3	Certificate of Amendment to the Certificate of Designation of Series E Convertible Preferred Stock of Prairie Operating Co. (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed with the SEC on August 20, 2024). Exhibit 3.3 Certificate of Amendment of Certificate of Designation of Series E Convertible Preferred Stock of PRAIRIE OPERATING CO. Pursuant to Section 242 of the Delaware General Corporation Law This Certificate of Amendment to the Certificate of Designation of Series E Convertible Preferred Stock (the “Amendment”) is dated as of August 19, 2024. WHEREAS, the board of directors (the “Board”) of P
August 19, 2024	SC 13D/A	PROP / Prairie Operating Co. / Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Prairie Operating Co. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 739650109 (CUSIP Number) Gregory K. O’Neill Level 27, 60 City Road Southbank Melbourne, Australia + 61 3 9694 3000 (Name, Address
August 19, 2024	EX-1	Consent and Agreement, dated August 15, 2024, by and among Prairie Operating Co. and Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust. EX-1 2 ex1.htm Exhibit 1 CONSENT AND AGREEMENT August 15, 2024 This Consent and Agreement (this “Agreement”) is dated as of August 15, 2024, by and between Prairie Operating Co., a Delaware corporation (the “Company”) and Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust (including its successors and assigns, the “Holder”). WHEREAS, the Holder is the holder of (i) 2,039,614 shares of co
August 9, 2024	EX-10.2	Form of Performance Unit Agreement (2024). Exhibit 10.2 PERFORMANCE UNIT AWARD AGREEMENT 2024 Amended & restated PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) evidences an award made as of [●] (the “Date of Grant”), by Prairie Operating Co., a Delaware corporation (“Company”), to [·] (“Employee”). 1. Award. Company hereby grants Employee an award (this “Award”) of an aggregate of [·
August 9, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-33383 Prairie Operatin
June 20, 2024	LETTER	LETTER United States securities and exchange commission logo June 20, 2024 Edward Kovalik Chief Executive Officer Prairie Operating Co.
June 10, 2024	8-K	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): June 5, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission File
June 10, 2024	EX-10.1	2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 10, 2024). Exhibit 10.1 2024 Amended & Restated PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN Effective as of June 5, 2024 1. Purpose. The purpose of the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (the “Plan”) is to provide a means through which: (a) Prairie Operating Co., a Delaware corporation (the “Company”), and the Affiliates may attract, retain and motivate qualified person
May 24, 2024	CORRESP	Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 May 24, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Form 10-K/A for the Fiscal Year Ended December 31, 2023 Filed March 20, 2024 File No. 001-418
May 13, 2024	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-33383 Prairie Operati
May 10, 2024	CORRESP	Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 May 10, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Form 10-K/A for the Fiscal Year Ended December 31, 2023 Filed March 20, 2024 File No. 001-418
April 26, 2024	CORRESP	Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 April 26, 2024 Division of Corporation Finance Office of Energy and Transportation United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Form 10-K/A for the Fiscal Year Ended December 31, 2023 Filed March 20, 2024 File No. 001-4
April 25, 2024	DEFA14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin
April 24, 2024	ARS	ARS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4189
April 24, 2024	DEF 14A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin
April 23, 2024	EX-FILING FEES	Calculation of Filing Fee Table. Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 Registration Statement Under The Securities Act Of 1933 (Form Type) Prairie Operating Co. (Exact Name of Registrant as Specified in its Charter) Table 1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule (3) Amount Registered (1)(2) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Pric
April 23, 2024	S-8	As filed with the Securities and Exchange Commission on April 23, 2024 As filed with the Securities and Exchange Commission on April 23, 2024 Registration No.
April 23, 2024	EX-99.1	2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan. Exhibit 99.1 2024 Amended & Restated PRAIRIE OPERATING CO. LONG-TERM INCENTIVE PLAN Effective as of June 5, 2024 1. Purpose. The purpose of the 2024 Amended & Restated Prairie Operating Co. Long-Term Incentive Plan (the “Plan”) is to provide a means through which: (a) Prairie Operating Co., a Delaware corporation (the “Company”), and the Affiliates may attract, retain and motivate qualified person
April 12, 2024	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fil
April 10, 2024	SC 13D/A	PROP / Prairie Operating Co. / BRISTOL INVESTMENT FUND LTD Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 18)* Prairie Operating Co. (Name of Issuer) Common Stock (Title of Class of Securities) 739650109 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 (310) 331-8480 (Name,
April 9, 2024	8-K/A	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 3 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporatio
April 9, 2024	EX-99.3	Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Initial Genesis Assets as of January 31, 2024. Exhibit 99.3
April 9, 2024	EX-99.2	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”) and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for t
April 9, 2024	EX-10.8	Amended and Restated Employment Agreement, dated as of August 25, 2023, by and between Prairie Operating Employee Co., LLC and Edward Kovalik. Exhibit 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Edward Kovalik (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and supersedes
April 9, 2024	EX-10.10	Amended and Restated Employment Agreement, dated as of August 25, 2023, by and between Prairie Operating Employee Co., LLC and Craig Owen. Exhibit 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and CRAIG OWEN (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and supersedes and
April 9, 2024	EX-10.10	Amended and Restated Employment Agreement, dated as of August 25, 2023, by and between Prairie Operating Employee Co., LLC and Daniel T. Sweeney. Exhibit 10.12 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and DANIEL T. SWEENEY (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and superse
April 9, 2024	EX-99.5	Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Genesis Bolt-on Assets as of January 31, 2024. Exhibit 99.5
April 9, 2024	EX-99.2	Report of Cawley, Gillespie & Associates, Inc., dated January 4, 2024, as to the reserves of Nickel Road Operating LLC as of December 31, 2023 (incorporated by reference to Exhibit 99.2 of the Company’s Amendment No. 2 to the Registration Statement on Form S-1/A, filed with the SEC on April 9, 2024). Exhibit 99.2
April 9, 2024	EX-99.1	Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Initial Genesis Assets as of December 31, 2023 Exhibit 99.1
April 9, 2024	S-1/A	As filed with the Securities and Exchange Commission on April 8, 2024 As filed with the Securities and Exchange Commission on April 8, 2024 Registration No.
April 9, 2024	EX-99.4	Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Central Weld Assets as of January 31, 2024. Exhibit 99.4
April 9, 2024	EX-10.9	Amended and Restated Employment Agreement, dated as of August 25, 2023, by and between Prairie Operating Employee Co., LLC and Gary Hanna. Exhibit 10.9 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and GARY HANNA (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and supersedes and
April 9, 2024	EX-10.11	Amended and Restated Employment Agreement, dated as of August 25, 2023, by and between Prairie Operating Employee Co., LLC and Bryan Freeman. Exhibit 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (“Agreement”) is made and entered into by and between Prairie Operating Employee Co., LLC, a Delaware limited liability company (the “Company”), and Bryan Freeman (“Executive”), effective as of August 25, 2023 (the “Effective Date”), and evidences the assignment to the Company of, and supersedes
April 9, 2024	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fil
April 4, 2024	LETTER	LETTER United States securities and exchange commission logo April 4, 2024 Edward Kovalik Chief Executive Officer Prairie Operating Co.
March 20, 2024	EX-99.4	Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Central Weld Assets as of January 31, 2024. Exhibit 99.4
March 20, 2024	S-1/A	As filed with the Securities and Exchange Commission on March 19, 2024 As filed with the Securities and Exchange Commission on March 19, 2024 Registration No.
March 20, 2024	EX-99.5	Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Genesis Bolt-on Assets as of January 31, 2024. Exhibit 99.5
March 20, 2024	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission Fi
March 20, 2024	EX-99.3	Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Initial Genesis Assets as of January 31, 2024. Exhibit 99.3
March 20, 2024	10-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-4189
March 19, 2024	8-K/A	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 2 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporati
March 19, 2024	EX-4.6	Amendment and Waiver of Exercise Limitations Letter Agreement, dated as of November 13, 2023, by and between the Issuer and the Family Trust (incorporated by reference to Exhibit 4.6 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 19, 2024). Exhibit 4.6 November 13, 2023 In re: Common Stock Purchase Warrants – Amendment and Waiver of Exercise Limitations Ladies and Gentlemen: Reference is made to the (1) A Common Stock Purchase Warrant, dated May 3, 2023, by and between Prairie Operating Co., a Delaware corporation (the “Company”), and the signatory to this letter agreement (the “Holder,” and such warrant, the “May A Warrant”), (2) B
March 19, 2024	EX-99.3	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”) and Prairie Operating Co., LLC (“Prairie LLC”), to acquire certain assets of NRO for t
March 19, 2024	10-K	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41895 Prairie Operating
March 19, 2024	EX-99.1	Report of Cawley, Gillespie & Associates, Inc., dated January 4, 2024, as to the reserves of Nickel Road Operating LLC as of December 31, 2023. Exhibit 99.1
March 19, 2024	EX-99.1	Report of Cawley, Gillespie & Associates, Inc., dated March 15, 2024, as to the reserves of Prairie Operating Co. as of December 31, 2023. Exhibit 99.1
March 19, 2024	EX-4.5	Exhibit 4.5 EXHIBIT 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following is a brief description of the common stock, par value $0.01 per share (“Common Stock”), of Prairie Operating Co. (the “Company,” “we,” “our,” or “us”), which is the only security of the Company registered pursuant to Section 12 of the Securities Exchange Act
March 19, 2024	EX-97.1	Clawback Policy. Exhibit 97.1 Prairie Operating Co. Clawback Policy (this “Policy”) Adopted by the Board of Directors (the “Board”) of Prairie Operating Co. (the “Company”) on November 8, 2023. 1. Recoupment. If the Company is required to prepare a Restatement, the Board shall, unless determined to be Impracticable, take reasonably prompt action to recoup all Recoverable Compensation from any Covered Person. This
March 19, 2024	SC 13D/A	PROP / Prairie Operating Co. / BRISTOL INVESTMENT FUND LTD Activist Investment SC 13D/A 1 formsc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 17)* Prairie Operating Co. (Name of Issuer) Common Stock (Title of Class of Securities) 739650109 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 (310) 331-8480 (Name,
March 19, 2024	EX-99.2	Report of Independent Auditors and Consolidated Financial Statements Nickel Road Operating LLC and Subsidiaries December 31, 2023 and 2022 Exhibit 99.2 Report of Independent Auditors and Consolidated Financial Statements Nickel Road Operating LLC and Subsidiaries December 31, 2023 and 2022 Table of Contents Page Report of Independent Auditors 1 Consolidated Financial Statements 3 Consolidated Balance Sheets 4 Consolidated Statements of Income 6 Consolidated Statements of Changes in Members’ Capital 7 Consolidated Statements of Cash F
February 12, 2024	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission
February 9, 2024	EX-99.4	Report of Cawley, Gillespie & Associates, Inc., dated November 6, 2023, as to the reserves of Nickel Road Operating LLC as of December 31, 2022. Exhibit 99.4
February 9, 2024	S-1	As filed with the Securities and Exchange Commission on February 9, 2024 As filed with the Securities and Exchange Commission on February 9, 2024 Registration No.
February 9, 2024	EX-99.2	Nickel Road Operating LLC and Subsidiaries Consolidated Balance Sheets September 30, 2023 and 2022 Exhibit 99.2 Table of Contents Page Consolidated Financial Statements 1 Consolidated Balance Sheets 2 Consolidated Statements of Income 4 Consolidated Statements of Changes in Members’ Capital 5 Consolidated Statements of Cash Flows 6 Notes to Consolidated Financial Statements 7 Consolidated Financial Statements 1 Nickel Road Operating LLC and Subsidiaries Consolidated Balance Sheets September 30,
February 9, 2024	8-K/A	Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorpora
February 9, 2024	EX-99.3	Report of Cawley, Gillespie & Associates, Inc. dated January 11, 2024, as to pro forma reserves of Prairie Operating Co. as of February 1, 2024 (incorporated by reference to Exhibit 99.3 of the Company’s Amendment to its Current Report on Form 8-K/A, filed with the SEC on February 9, 2024). Exhibit 99.3
February 9, 2024	EX-99.1	Report of Independent Auditors and Consolidated Financial Statements Nickel Road Operating LLC and Subsidiaries December 31, 2022 and 2021 Exhibit 99.1 Report of Independent Auditors and Consolidated Financial Statements Nickel Road Operating LLC and Subsidiaries December 31, 2022 and 2021 Table of Contents Page Report of Independent Auditors 1 Consolidated Financial Statements 3 Consolidated Balance Sheets 4 Consolidated Statements of Income 6 Consolidated Statements of Changes in Members’ Capital 7 Consolidated Statements of Cash F
February 9, 2024	EX-99.3	Report of Cawley, Gillespie & Associates, Inc., dated January 26, 2024, as to reserves of Prairie Operating Co. as of February 1, 2024 (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-1, filed with the SEC on February 9, 2024). Exhibit 99.3
February 9, 2024	EX-FILING FEES	Filing fee table (incorporated by reference to Exhibit 107 of the Company’s Registration Statement on Form S-1, filed with the SEC on February 9, 2024). Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Prairie Operating Co.
February 9, 2024	EX-99.5	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.5 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION As previously disclosed, Prairie Operating Co. (the “Company”) entered into an asset purchase agreement, dated January 11, 2024 (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating LLC (“NRO”) and Prairie Operating Co., LLC (“Prairie LLC”), to acquire the assets of NRO for total
February 5, 2024	8-K	Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission
February 5, 2024	EX-99.1	Prairie Operating Co. Expands Core Asset Base Adds 1,280 Acre DSU and 2.6 MMBoe to Existing Denver Julesburg (“DJ”) Basin Portfolio 8 Drill Ready Permitted PUDs with Proven PV10 of ~ $40MM Exhibit 99.1 Prairie Operating Co. Expands Core Asset Base Adds 1,280 Acre DSU and 2.6 MMBoe to Existing Denver Julesburg (“DJ”) Basin Portfolio 8 Drill Ready Permitted PUDs with Proven PV10 of ~ $40MM HOUSTON, TX, February 5, 2024 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP; the “Company” or “Prairie”) today announced that it has acquired a 1,280 acre drillable spacing unit (“DSU”) and
January 29, 2024	EX-99.1	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On January 23, 2024, pursuant to an asset purchase agreement (the “Purchase Agreement”), by and between Prairie Operating Co. (the “Company”) and Matthew Austin Lerman (“Buyer”), the Company sold all of its cryptocurrency miners (the “Mining Equipment”) to Buyer (the “Asset Sale”) for consideration consisting of (i) $1.0 mil
January 29, 2024	8-K/A	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorpora
January 24, 2024	EX-2.1	Asset Purchase Agreement, dated as of January 23, 2024, by and among Prairie Operating Co. and Matthew Austin Lerman (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 24, 2024). Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) dated as of January 23, 2024 is entered into between Prairie Operating Co., a Delaware corporation (“Seller”), and Matthew Austin Lerman, an individual residing in the State of California (“Buyer” and, together with Seller, each a “Party” and collectively the “Parties”). Capitalized terms used in this Agreement h
January 24, 2024	8-K	Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission
January 12, 2024	EX-99.2	Investor Presentation, dated January 11, 2024. Exhibit 99.2
January 12, 2024	8-K	Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 001-41895 98-0357690 (State or other jurisdiction of incorporation) (Commission
January 12, 2024	EX-2.1	Asset Purchase Agreement, dated as of January 11, 2024, by and among Nickel Road Development LLC, Nickel Road Operating LLC, Prairie Operating Co., and Prairie Operating Co., LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 12, 2024). Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG NICKEL ROAD DEVELOPMENT LLC, AS SELLER, AND NICKEL ROAD OPERATING LLC, AS NR OPERATOR, AND PRAIRIE OPERATING CO., AS PURCHASER, AND PRAIRIE OPERATING CO., LLC, AS PURCHASER OPERATOR DATED JANUARY 11, 2024 TABLE OF CONTENTS Page ARTICLE I TERMS OF THE TRANSACTION 1 Section 1.1 Agreement to Purchase and Sell Assets 1 Section 1.2 Purchase Price 3 Sect
January 12, 2024	EX-99.1	Prairie Operating Announces Acquisition of Producing E&P Assets Transaction Expected to be Immediately Accretive to Key Financial Metrics Adds 3,370 Boepd, Proven PV10 of over $250MM, and 62 Permitted PUDs to Existing Denver Julesburg (“DJ”) Basin Po Exhibit 99.1 Prairie Operating Announces Acquisition of Producing E&P Assets Transaction Expected to be Immediately Accretive to Key Financial Metrics Adds 3,370 Boepd, Proven PV10 of over $250MM, and 62 Permitted PUDs to Existing Denver Julesburg (“DJ”) Basin Portfolio HOUSTON, TX, January 11, 2024 (GLOBE NEWSWIRE) — Prairie Operating Co. (Nasdaq: PROP; the “Company” or “Prairie”) today announced
January 3, 2024	SC 13D/A	WIZD / Wizard Brands Inc / BRISTOL INVESTMENT FUND LTD Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 16)* Prairie Operating Co. (Name of Issuer) Common Stock (Title of Class of Securities) 739650109 (CUSIP Number) Amy Wang, Esq. Bristol Capital Advisors, LLC 555 Marin Street, Suite 140 Thousand Oaks, CA 91360 (310) 331-8480 (Name, Address and Telephone Numb
December 27, 2023	CERT	CERT Eun Ah Choi Senior Vice President U.S. Listing Qualifications & Market Surveillance December 27, 2023 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on December 22, 2023 The Nasdaq Stock Market (the “Exchange”) received from Prairie Operating Co. (the “Registrant”) a copy of
December 22, 2023	8-K	Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 21, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission
December 22, 2023	8-A12B	Form 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PRAIRIE OPERATING CO. (Exact Name of Registrant as Specified in its Charter) Delaware 98-0357690 (State or other jurisdiction of Incorporation or Organization) (IRS Employer Identification No.) 6
December 5, 2023	S-1/A	As filed with the Securities and Exchange Commission on December 5, 2023 As filed with the Securities and Exchange Commission on December 5, 2023 Registration No.
December 5, 2023	CORRESP	Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 December 5, 2023 Division of Corporation Finance Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Registration Statement on Form S-1 (as amended) File No. 333-272743 Ladies and Gentlemen: On behalf o
November 21, 2023	EX-1	Joint Filing Agreement, dated November 21, 2023, by and among the Family Trust, Narrogal Nominees and Mr. O’Neill. EX-1 2 ex1.htm Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D and any amendment thereto with respect to the Common Stock beneficially owned by each of them of Prairie Operating Co. Thi
November 21, 2023	EX-12	Amendment and Waiver of Exercise Limitations Letter Agreement, dated as of November 13, 2023, by and between the Issuer and the Family Trust. EX-12 3 ex12.htm Exhibit 12 November 13, 2023 In re: Common Stock Purchase Warrants – Amendment and Waiver of Exercise Limitations Ladies and Gentlemen: Reference is made to the (1) A Common Stock Purchase Warrant, dated May 3, 2023, by and between Prairie Operating Co., a Delaware corporation (the “Company”), and the signatory to this letter agreement (the “Holder,” and such warrant, the “May A W
November 21, 2023	SC 13D	WIZD / Wizard Brands Inc / Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust Activist Investment SC 13D 1 formsc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Prairie Operating Co. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 739650109 (CUSIP Number) Gregory K. O’Neill Level 27, 60 City Road Southbank Melbourne, Australia + 61 3 9694 3000 (Name, Address an
November 20, 2023	EX-99.2	Risk Factors Exhibit 99.2 Risk Factors Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Statement Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein, the risks set forth in our Annual Report on Form 10-K, filed with SEC on March 31, 2023
November 20, 2023	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 17, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission
November 20, 2023	EX-99.3	UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise indicated, defined terms included below shall have the same meaning as terms defined and included elsewhere in the prospectus included in the Company’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on November 17, 2023 (as supplemented or amended from time to time, the
November 20, 2023	S-1/A	As filed with the Securities and Exchange Commission on November 17, 2023 As filed with the Securities and Exchange Commission on November 17, 2023 Registration No.
November 20, 2023	EX-99.1	Business Exhibit 99.1 Business Background On May 3, 2023, the Company completed its previously announced Merger with Prairie LLC pursuant to the terms of the Merger Agreement, pursuant to which, among other things, Merger Sub merged with and into Prairie LLC, with Prairie LLC surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company. Upon consumm
November 17, 2023	CORRESP	Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 November 17, 2023 Division of Corporation Finance Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Amendment No. 5 to Registration Statement on Form S-1 Filed November 6, 2023 File No. 333-272743 Lad
November 16, 2023	LETTER	LETTER United States securities and exchange commission logo November 16, 2023 Edward Kovalik Chief Executive Officer Prairie Operating Co.
November 14, 2023	10-Q	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-33383 Prairie Ope
November 13, 2023	SC 13G	WIZD / Wizard Brands Inc / KAUFMAN SCOTT D - PRAIRIE OPERATING CO. SCH 13G Passive Investment SC 13G 1 prairiesc13g.htm PRAIRIE OPERATING CO. SCH 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PRAIRIE OPERATING CO. (Name of Issuer) Common Stock (Title of Class of Securities) 739650109 (CUSIP Number) Sean M. McAvoy 13100 Wortham Center Drive Third Floor #3119 Houston, TX 77065 Tel: 415-342-4379 (Name, Addres
November 6, 2023	EX-99.1	Business Exhibit 99.1 Business Background On May 3, 2023, the Company completed its previously announced Merger with Prairie LLC pursuant to the terms of the Merger Agreement, pursuant to which, among other things, Merger Sub merged with and into Prairie LLC, with Prairie LLC surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of the Company. Upon consumm
November 6, 2023	S-1/A	As filed with the Securities and Exchange Commission on November 3, 2023 As filed with the Securities and Exchange Commission on November 3, 2023 Registration No.
November 6, 2023	8-K	Other Events, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2023 Prairie Operating Co. (Exact name of registrant as specified in its charter) Delaware 000-33383 98-0357690 (State or other jurisdiction of incorporation) (Commission
November 3, 2023	CORRESP	Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, Texas 77007 November 3, 2023 Division of Corporation Finance Office of Crypto Assets United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3561 Re: Prairie Operating Co. Amendment No. 4 to Registration Statement on Form S-1 Filed October 24, 2023 File No. 333-272743 Ladi
November 1, 2023	LETTER	LETTER United States securities and exchange commission logo November 1, 2023 Edward Kovalik Chief Executive Officer Prairie Operating Co.

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