SEC Comment Letter for Prairie Operating Co. (PROP) (CIK 0001162896) (PROP) — Dec 23, 2019
Prairie Operating Co. (PROP) (CIK 0001162896)
Date: Dec. 23, 2019 · CIK: 0001162896 · Accession: 0000000000-19-016719
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 024-11070
Letter
December 20, 2019 John Maatta Chief Executive Officer Wizard Entertainment, Inc. 662 N. Sepulveda Blvd., Suite 300 Los Angeles, CA 90049 Re:Wizard Entertainment, Inc. Amendment No. 2 to Offering Statement on Form 1-A Filed December 11, 2019 File No. 024-11070 Dear Mr. Maatta: We have reviewed your amended offering statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your offering statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your offering statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our December 3, 2019 letter. Form 1-A/A Filed December 11, 2019 Provisions of Note in Our Bylaws, page 18 1.We note that you have revised your form of amended and restated bylaws to be in effect prior to the closing of this offering, and that the revised exclusive forum provision selects the Court of Chancery of the State of Delaware for certain claims. However, your disclosure on page 18 states that the exclusive forum will be a state or federal court located within the state of Delaware. Please revise. Security Ownership of Management and Certain Securityholders, page 42 2.We note your disclosure that the table on page 42 sets forth information as of September
FirstName LastNameJohn Maatta Comapany NameWizard Entertainment, Inc. December 20, 2019 Page 2 FirstName LastName John Maatta Wizard Entertainment, Inc. December 20, 2019 Page 2 3, 2019 with respect to the beneficial ownership of your common stock by each of your officers and directors. Please revise to provide such information as of the most recent practicable date. For example, we note that you have not included information regarding Mr. Kaufman's beneficial ownership of your common stock. Please contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services
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December 20, 2019
John Maatta
Chief Executive Officer
Wizard Entertainment, Inc.
662 N. Sepulveda Blvd., Suite 300
Los Angeles, CA 90049
Re:Wizard Entertainment, Inc.
Amendment No. 2 to
Offering Statement on Form 1-A
Filed December 11, 2019
File No. 024-11070
Dear Mr. Maatta:
We have reviewed your amended offering statement and have the following
comments. In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
Please respond to this letter by amending your offering statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our December 3, 2019 letter.
Form 1-A/A Filed December 11, 2019
Provisions of Note in Our Bylaws, page 18
1.We note that you have revised your form of amended and restated bylaws to be in effect
prior to the closing of this offering, and that the revised exclusive forum provision selects
the Court of Chancery of the State of Delaware for certain claims. However, your
disclosure on page 18 states that the exclusive forum will be a state or federal court
located within the state of Delaware. Please revise.
Security Ownership of Management and Certain Securityholders, page 42
2.We note your disclosure that the table on page 42 sets forth information as of September
FirstName LastNameJohn Maatta
Comapany NameWizard Entertainment, Inc.
December 20, 2019 Page 2
FirstName LastName
John Maatta
Wizard Entertainment, Inc.
December 20, 2019
Page 2
3, 2019 with respect to the beneficial ownership of your common stock by each of your
officers and directors. Please revise to provide such information as of the most recent
practicable date. For example, we note that you have not included information regarding
Mr. Kaufman's beneficial ownership of your common stock.
Please contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services