Prairie Operating Co S-1/A, filed Jun 30, 2022
Prairie Operating Co. (PROP)
As filed with the Securities and Exchange Commission on June 30, 2022
Registration No. 333-262304
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5 TO
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CREEK ROAD MINERS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 7900 | 98-0357690 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
2700 Homestead Road, Park City, UT 84098
Tel: 650-525-0231
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
VCORP SERVICES, LLC
1013 Centre Road, Suite 403-B, Wilmington, DE 19805
Tel: (212) 828-8436
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Roger W. Bivans
Baker & McKenzie LLP
1900
North Pearl Street, Suite 1500
Dallas, Texas 75201
Tel: +1 214 978 3095
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Creek
Road Miners, Inc. is filing this Amendment No. 5 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-262304)
(the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page,
this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the
filed exhibit. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibit Index
| II-1 |
+ Indicates management contract or compensatory plan or arrangement.
* Filed herewith.
** Previously filed.
| II-2 |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Park City, Utah on this June 29, 2022.
| CREEK ROAD MINERS, INC. | ||
| By: | /s/ Scott D. Kaufman | |
| Name: | Scott D. Kaufman | |
| Title: | Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Name |
Position |
Date | ||
| /s/ Scott D. Kaufman | Co-Chief Executive Officer, President and Director | June 29, 2022 | ||
| Scott D. Kaufman | (Principal Executive Officer) | |||
| * | Chief Financial Officer | June 29, 2022 | ||
| Alan Urban | (Principal Financial and Accounting Officer) | |||
| * | Executive Chairman, Director | June 29, 2022 | ||
| Paul L. Kessler | ||||
| * | Director | June 29, 2022 | ||
| Richard G. Boyce | ||||
| * | Director | June 29, 2022 | ||
| Michael Breen | ||||
| * | Co-Chief Executive Officer, Director | June 29, 2022 | ||
| John D. Maatta |
Scott D. Kaufman, by signing his name hereto, does hereby sign this registration statement on behalf of the directors of the registrant above in front of whose name asterisks appear, pursuant to powers of attorney duly executed by such directors and filed with the SEC.
| By: | /s/ Scott D. Kaufman | |
| Name: | Scott D. Kaufman | |
| Title: | Co-Chief Executive Officer |
| II-3 |
Exhibit 5.1
 |
Baker & McKenzie LLP 1900
North Pearl Street Tel: +1 214 978 3000 Fax: +1 214 978 3099 www.bakermckenzie.com
Roger
W. Bivans
|
Asia Pacific Bangkok Beijing Brisbane Hanoi Ho Chi Minh City Hong Kong Jakarta Kuala Lumpur* Manila* Melbourne Seoul Shanghai Singapore Sydney Taipei Tokyo Yangon
Europe,
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* Associated Firm ** In cooperation with Trench, Rossi e Watanabe Advogados
|
June 29, 2022
Creek
Road Miners, Inc. Park City, UT 84098
RE: Registration Statement on Form S-1 for Creek Road Miners, Inc.
Ladies and Gentlemen:
We are acting as special securities counsel to Creek Road Miners, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on Form S-1 to be filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”), with the U.S. Securities and Exchange Commission (the “SEC”) on or about June 28, 2022 (such registration statement, the “Registration Statement”) relating to the offering of up to 12,721,659 shares of common stock (the “Common Stock”) by the selling shareholders named therein (the “Selling Shareholders”), consisting of: (i) 5,836,453 shares of Common Stock issuable upon the conversion of the Series C Preferred Stock, par value $0.0001 per share (“Series C Preferred Stock”), (ii) 3,501,872 shares of Common stock issuable upon the exercise of warrants at an exercise price of $1.50 per share, (iii) 2,716,667 shares of Common Stock issuable upon the exercise of certain other warrants and (iv) and 666,667 shares of Common Stock, in each case held by the Selling Shareholders.
In connection therewith, we have examined originals or copies certified or otherwise identified to our satisfaction of the amended and restated certificate of incorporation of the Company, the bylaws of the Company, as amended, the corporate proceedings with respect to the filing of the Registration Statement, the form of warrants filed as an exhibit to the Registration Statement, the certificate of designation of preferences, rights and limitations of Series C Preferred Stock filed as an exhibit to the Registration Statement and such other corporate records, agreements, documents and instruments and certificates or comparable documents of public officials and officers and representatives of the Company as we have deemed necessary or appropriate for the expression of the opinions contained herein.
In rendering the opinions contained herein, we have assumed the genuineness of all signatures on all documents examined by us, the legal capacity of all natural persons signing such documents, the due authority of all parties , other than the Company, signing such documents, the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies.
Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that:
1. The shares of Common Stock that are currently outstanding and are to be offered and sold from time to time by the Selling Stockholders have been duly and validly authorized and are validly issued, fully paid and non-assessable.
2. The shares of Common Stock that may be issued and are to be offered and sold from time to time upon the exercise of warrants and conversion of Series C Preferred Shares by the Selling Stockholders have been duly and validly authorized and, assuming no change in the applicable law or facts, will be validly issued, fully paid and non-assessable when exercised in accordance with the terms of such warrants.
We express no opinion to the extent that, notwithstanding its current reservation of shares of common stock for future issuance, future issuances of securities of the Company and/or adjustments to outstanding securities of the Company cause such warrants and Series C Preferred Shares to be convertible into more shares of the common stock than the number that then remain authorized but unissued.
The opinions expressed above are limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America. We do not purport to cover herein the application of the securities or “Blue Sky” laws of the various states.
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.
Very truly yours,
/s/ Baker & McKenzie LLP
BAKER & McKENZIE LLP
Baker & McKenzie LLP is a member of Baker & McKenzie International. |