Common Stock

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Common Stock

Note 12 – Common Stock

The Company has 500,000,000 authorized shares of Common Stock with a par value of $0.01 per share. The holders of the Company’s common stock are entitled to one vote per share and the Company’s Second Amended and Restated Certificate of Incorporation does not provide for cumulative voting. The Company’s common stockholders are entitled to receive ratably such dividends, if any, as may be declared by the Company’s Board of Directors (the “Board”) out of legally available funds. However, the current policy of the Company’s Board is to retain earnings, if any, for the Company’s operations and expansion. Upon liquidation, dissolution or winding–up, the holders of the Company’s common stock are entitled to share ratably in all of its assets which are legally available for distribution, after payment of or provision for all liabilities. The Company’s common stockholders have no preemptive, subscription, redemption, or conversion rights. The rights, preferences and privileges of the Company’s common stockholders are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that the Company may designate and issue.

In conjunction with the Closing of the Merger, the Company issued (i) 2,297,669 shares of common stock to the former members of Prairie LLC in exchange for their membership interests in Prairie LLC and (ii) 3,860,898 shares of common stock were deemed issued to former stockholders of Creek Road Miners, Inc. As a result of the Merger and related transactions, the Company had the obligation to issue 205,970 shares of common stock. As of June 30, 2023, the fair value of the Obligation Shares increased to $1.2 million, representing an increase of $0.7 million from the date of the Merger, which was recognized in Loss on adjustment to fair value – Obligation Shares on the condensed consolidated statements of operations for the three and six months ended June 30, 2023. The underlying shares were fully issued on September 7, 2023, therefore, the Company stopped recording the change in the fair value of the obligation at that time. Refer to Note 5 – Fair Value Measurements for a further discussion of the fair value of the Obligation Shares.