United States securities and exchange commission logo





                              July 17, 2023

       Edward Kovalik
       Chief Executive Officer
       Prairie Operating Co.
       8636 N. Classen Boulevard
       Oklahoma City, OK

                                                        Re: Prairie Operating
Co.
                                                            Registration
Statement on Form S-1
                                                            Filed June 16, 2023
                                                            File No. 333-272743

       Dear Edward Kovalik:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed June 16, 2023

       General

   1.                                                   Provide disclosure of
any significant crypto asset market developments material to
                                                        understanding or
assessing your business, financial condition and results of operations, or
                                                        share price since your
last reporting period, including any material impact from the price
                                                        volatility of crypto
assets.
   2.                                                   Please discuss any
intentions you have to mine crypto assets other than bitcoin.
       Risk Factors, page 6

   3.                                                   To the extent material,
discuss any reputational harm you may face in light of the recent
                                                        disruption in the
crypto asset markets. For example, discuss how market conditions have
 Edward Kovalik
FirstName  LastNameEdward  Kovalik
Prairie Operating Co.
Comapany
July       NamePrairie Operating Co.
     17, 2023
July 17,
Page  2 2023 Page 2
FirstName LastName
         affected how your business is perceived by customers, counterparties,
and regulators, and
         whether there is a material impact on your operations or financial
condition.
4.       Describe any material risks to your business from the possibility of
regulatory
         developments related to crypto assets and crypto asset markets.
Identify material pending
         crypto legislation or regulation and describe any material effects it
may have on your
         business, financial condition, and results of operations.
5.       Describe any material risks you face related to the assertion of
jurisdiction by U.S. and
         foreign regulators and other government entities over crypto assets
and crypto asset
         markets.
6.       To the extent material, describe any gaps your board or management
have identified with
         respect to risk management processes and policies in light of current
crypto asset market
         conditions as well as any changes they have made to address those
gaps.
7.       Describe any material financing, liquidity, or other risks you face
related to the impact
         that the current crypto asset market disruption has had, directly or
indirectly, on the value
         of the crypto assets you use as collateral or the value of your crypto
assets used by others
         as collateral.
8.       To the extent material, describe any of the following risks due to
disruptions in the crypto
         asset markets:
             Risk from depreciation in your stock price.
             Risk of loss of customer demand for your products and services.
             Financing risk, including equity and debt financing.
             Risk of increased losses or impairments in your investments or
other assets.
             Risks of legal proceedings and government investigations, pending
or known to be
             threatened, in the United States or in other jurisdictions against
you or your affiliates.
             Risks from price declines or price volatility of crypto assets.
9.       Please add a risk factor addressing risks attendant to your reliance
on Atlas.
The storage and custody of our Bitcoin assets and any other cryptocurrencies
that we may
potentially acquire or hold, page 9

10.      You state that you "plan to establish processes to manage wallets."
Please disclose the
         timeframe for doing so. Also discuss the risk to investors because, if
true, you do not
         currently have policies and procedures for the storage of crypto
assets. Additionally,
         discuss the risks related to investors being unable to evaluate what
your eventual custody
         policies and procedures will be.
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Prairie Operating Co.
Cryptocurrency Mining, page 41

11.      If significant, please quantify your reliance on Bitmain or other
digital asset mining
 Edward Kovalik
FirstName  LastNameEdward  Kovalik
Prairie Operating Co.
Comapany
July       NamePrairie Operating Co.
     17, 2023
July 17,
Page  3 2023 Page 3
FirstName LastName
         equipment suppliers. To the extent you are substantially dependent on
any agreements
         with Bitmain or other suppliers, please describe the material terms of
such agreements and
         file the agreements as exhibits. If you believe you are not
substantially dependent on the
         agreements, please provide us with an analysis supporting your belief.
See
         Item 101(h)(4)(v) of Regulation S-K.
Mining Equipment, page 41

12.      You state that "As of March 31, 2023, none of the 600 miners purchased
from Bitmain
         have been delivered to the Company, and will remain undelivered until
all fees are paid to
         ship the miners from the Bitmain facility to the Company." Disclose
the amount of fees
         that remain to be paid, why they have not yet been paid, who is
responsible for such
         payment, when it is anticipated that they will be paid, and when
shipment is expected to
         occur. Also state whether these miners are pre-owned or newly
manufactured.
Factors Affecting Profitability, page 42

13.      Please discuss in greater detail the relationship of hash rate,
electricity consumption, and
         mining costs, and how this relationship specifically impacts operating
results.
Business, page 51

14.      Revise to disclose the material terms and any termination provisions
of your Master
         Services Agreement with Atlas, through which it will provide you with
cryptocurrency
         mining services for your miners at the Atlas facility in North Dakota.
Refer to your
         disclosure on page F-67 that    all cryptocurrency mined by our miners
will be transferred
         to wallets in the control of Atlas. Atlas will then deduct the hosting
service fee from the
         monthly total mined currency produced by our miners and remit the net
mined currency to
         us.    As an additional matter, please disclose here this remittance
process to clarify where
         the net mined cryptocurrency is deposited and who has control of the
wallet or account.
15.      We note your disclosure that you participate in mining pools and have
executed contracts
         "with the mining pool operators to provide computing power to the
mining pool" for
         which you are entitled to a fractional share of the cryptocurrency
award the mining pool
         operator receives based on the proportion of computing power you
contributed compared
         to the total computing power contributed by all mining pool
participants in solving the
         current algorithm. Please revise to disclose:
             Material terms of your mining pool agreements and file these
agreements as exhibits.
             Percentage of your Bitcoin hashing power contributed to mining
pools.
             Total hashing power of each pool and the percentage thereof
contributed by your
              miners.
             How the pools hold your proportion of mining rewards and the
duration thereof.
             Whether the pool operators have insurance for theft or loss and
the risks associated
              with transferring crypto assets.
16.      Refer to your disclosure on pages 42-43 and 52-53 that you have
historically mined and
 Edward Kovalik
FirstName  LastNameEdward  Kovalik
Prairie Operating Co.
Comapany
July       NamePrairie Operating Co.
     17, 2023
July 17,
Page  4 2023 Page 4
FirstName LastName
         held Bitcoin and may sell your mined Bitcoin to fund operating and
capital expenditures.
         Revise to further clarify whether you have sold any of your mined
Bitcoin in the past and
         your policies or practices regarding how long you hold crypto assets
that you receive as
         payment and to discuss:
             Any risks to your liquidity caused by volatility in cryptocurrency
pricing.
             If relevant, the average period between receipt of your crypto
assets and the
             subsequent sale.
17.      To the extent material, discuss how recent bankruptcies in the crypto
asset market and the
         downstream effects of those bankruptcies have impacted or may impact
your business,
         financial condition, customers, and counterparties, either directly or
indirectly. Clarify
         whether you have material assets that may not be recovered due to the
bankruptcies or
         may otherwise be lost or misappropriated.
18.      If material to an understanding of your business, describe any direct
or indirect exposures
         to other counterparties, customers, custodians, or other participants
in crypto asset
         markets, known to:
             Have filed for bankruptcy, been decreed insolvent or bankrupt,
made any assignment
              for the benefit of creditors, or have had a receiver appointed
for them.
             Have experienced excessive redemptions or suspended redemptions or
withdrawals
              of crypto assets.
             Have the crypto assets of their customers unaccounted for.
             Have experienced material corporate compliance failures.
19.      You disclose on page F-67 that "all cryptocurrency mined by our miners
will be
         transferred to wallets in the control of Atlas. Atlas will then deduct
the hosting service fee
         from the monthly total mined currency produced by our miners and remit
the net mined
         currency to us...." Disclose the material terms of your custody
arrangements with Atlas,
         including the manner in which it is required to store your crypto
assets, whether it is
         contractually required to hold your crypto assets in cold storage,
what security precautions
         it is required to undertake, what inspection rights you have, and what
type of insurance
         Atlas is required to have to protect you from loss.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Edward Kovalik
Prairie Operating Co.
July 17, 2023
Page 5

       Please contact Jessica Livingston at 202-551-3448 or John Dana Brown at
202-551-3859
with any questions.



FirstName LastNameEdward Kovalik                        Sincerely,
Comapany NamePrairie Operating Co.
                                                        Division of Corporation
Finance
July 17, 2023 Page 5                                    Office of Crypto Assets
FirstName LastName