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 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 File Number)	(IRS Employer Identification No.)

602 Sawyer Street, Suite 710 Houston, TX	77007
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 424-4247

N/A

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	PROP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

In connection with the filing of an amendment to the registration statement on Form S-1 (File No. 333-276998) (the “Amendment No. 1”) registering an offering of common stock of Prairie Operating Co. (the “Company”), the Company hereby incorporates by reference the disclosures set forth under the following captions in Amendment No. 1:

● “Summary – The Company”

● “Summary – Summary Combined Proved Reserves and Production Data”

● “Information About NRO”

The Company is also filing:

● The report of Cawley, Gillespie & Associates, Inc., dated March 15, 2024, as to the reserves of the Initial Genesis Assets (as described in such report) as of January 31, 2024, set forth as Exhibit 99.1 hereto.

● The report of Cawley, Gillespie & Associates, Inc., dated March 15, 2024, as to the reserves of the Central Weld Assets (as described in such report) as of January 31, 2024, set forth as Exhibit 99.2 hereto.

● The report of Cawley, Gillespie & Associates, Inc., dated March 15, 2024, as to the reserves of the Genesis Bolt-on Assets (as described in such report) as of January 31, 2024, set forth as Exhibit 99.3 hereto.

The above referenced disclosures and Exhibits 99.1, 99.2 and 99.3 are being filed hereto to update certain disclosures provided in the Company’s registration statement on Form S-1 (File No. 333-272743), registering the resale of certain of the Company’s securities, and as may be further updated by the Company’s Current Reports on Form 8-K filed hereafter.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
23.1	Consent of Cawley, Gillespie & Associates, Inc.
99.1	Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Initial Genesis Assets as of January 31, 2024 (incorporated by reference to Exhibit 99.3 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1/A, filed with the SEC on March 20, 2024).
99.2	Report of Cawley, Gillespie & Associates, Inc. dated March 15, 2024, as to the reserves of the Central Weld Assets as of January 31, 2024 (incorporated by reference to Exhibit 99.4 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1/A, filed with the SEC on March 20, 2024).
99.3	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 (incorporated by reference to Exhibit 99.5 of the Company’s Amendment No. 1 to the Registration Statement on Form S-1/A, filed with the SEC on March 20, 2024).
104	Cover page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Prairie Operating Co.
Date: March 20, 2024
	By:	/s/ Daniel T. Sweeney
		Daniel T. Sweeney
		General Counsel & Corporate Secretary

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT PETROLEUM RESERVE EXPERTS

As independent petroleum engineers, we hereby consent to the references to our firm, in the context in which they appear, and to the references to, and the inclusion or incorporation by reference of (i) our reserve report dated March 15, 2024, with respect to the estimates of reserves and future net revenues of certain assets of Prairie Operating Co. (the “Company”) (referred to in such report as the “Initial Genesis Assets”), as of January 31, 2024, (ii) our reserve report dated March 15, 2024, with respect to the estimates of reserves and future net revenues of certain assets (referred to in such report as the “Central Weld Assets”), as of January 31, 2024, and (iii) our reserve report dated March 15, 2024, with respect to the estimates of reserves and future net revenues of certain assets acquired by the Company (referred to in such report as the “Genesis Bolt-on Assets”), as of January 31, 2024, in this Current Report on Form 8-K of the Company, and to the incorporation by reference of such reports in the Registration Statements on Form S-1 (No. 333-272743; No. 333-276998) of the Company, filed with the U.S. Securities and Exchange Commission.

/s/ Cawley, Gillespie & Associates, Inc.

Cawley, Gillespie & Associates, Inc.

Fort Worth, Texas

March 20, 2024

XML

Cover	Mar. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 20, 2024
Entity File Number	001-41895
Entity Registrant Name	Prairie Operating Co.
Entity Central Index Key	0001162896
Entity Tax Identification Number	98-0357690
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	602 Sawyer Street
Entity Address, Address Line Two	Suite 710
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77007
City Area Code	(713)
Local Phone Number	424-4247
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	PROP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false