8-K
Prairie Operating Co. (PROP)
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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
Dateof Report (Date of earliest event reported): April 9, 2024
PrairieOperating Co.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41895 | 98-0357690 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 602 Sawyer Street, Suite 710<br><br> <br>Houston, TX | 77007 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’stelephone number, including area code: (713) 424-4247
N/A
(FormerName 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock, par value $0.01 per share | PROP | The<br> 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. ☐
Item8.01 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. 2”) registering an offering of common stock of Prairie Operating Co. (the “Company”), the Company hereby incorporates by reference herein the disclosures set forth under the following captions in Amendment No. 2:
| ● | “Summary<br> – The Company” |
|---|---|
| ● | “Summary<br> – Summary Combined Proved Reserves and Production Data” |
| ● | “Business” |
| ● | “Information<br> About NRO” |
The Company is also filing:
| ● | The<br> report of Cawley, Gillespie & Associates, Inc., dated March 15, 2024, as to the reserves of the Initial Genesis Assets (as described<br> in such report) as of December 31, 2023, set forth as Exhibit 99.1 hereto. |
|---|---|
| ● | The<br> report of Cawley, Gillespie & Associates, Inc., dated March 15, 2024, as to the reserves of the Initial Genesis Assets (as described<br> in such report) as of January 31, 2024, set forth as Exhibit 99.2 hereto. |
| ● | The<br> report of Cawley, Gillespie & Associates, Inc., dated March 15, 2024, as to the reserves of the Central Weld Assets (as described<br> in such report) as of January 31, 2024, set forth as Exhibit 99.3 hereto. |
| ● | The<br> report of Cawley, Gillespie & Associates, Inc., dated March 15, 2024, as to the reserves of the Genesis Bolt-on Assets (as described<br> in such report) as of January 31, 2024, set forth as Exhibit 99.4 hereto. |
The above referenced disclosures and Exhibits 99.1, 99.2, 99.3 and 99.4 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.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits
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:<br> April 9, 2024 | ||
| By: | /s/ Daniel T. Sweeney | |
| Daniel<br> T. Sweeney | ||
| General<br>Counsel & Corporate Secretary |
Exhibit23.1
CONSENTOF 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 December 31, 2023, (ii) our reserve report dated March 15, 2024, with respect to the estimates of reserves and future net revenues of certain assets of the Initial Genesis Assets, as of January 31, 2024 (iii) 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 (iv) 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,<br> Inc. |
|---|
| Fort Worth, Texas |
| April 8, 2024 |