Form 8-K - Current report
April 09 2024 - 9:01AM
Edgar (US Regulatory)
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2024-04-09
2024-04-09
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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
Date
of Report (Date of earliest event reported): April 9, 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.
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
– The Company” |
|
|
|
|
● |
“Summary
– Summary Combined Proved Reserves and Production Data” |
|
|
|
|
● |
“Business” |
|
|
|
|
● |
“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 December 31, 2023, set forth as Exhibit 99.1 hereto. |
|
|
|
|
● |
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 99.2 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 99.3 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 99.4 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.
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 December 31, 2023 (incorporated by reference to Exhibit 99.1 of the Company’s Amendment No. 2 to the Registration Statement on Form S-1/A, filed with the SEC on April 9, 2024). |
99.2 |
|
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. 2 to the Registration Statement on Form S-1/A, filed with the SEC on April 9, 2024). |
99.3 |
|
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. 2 to the Registration Statement on Form S-1/A, filed with the SEC on April 9, 2024). |
99.4 |
|
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. 2 to the Registration Statement on Form S-1/A, filed with the SEC on April 9, 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:
April 9, 2024 |
|
|
|
By:
|
/s/
Daniel T. Sweeney |
|
|
Daniel
T. Sweeney |
|
|
General
Counsel & Corporate Secretary |
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 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,
Inc. |
|
Fort Worth, Texas |
|
April 8, 2024 |
|
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