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September 15, 2023
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
8636 N. Classen Boulevard
Oklahoma City, OK
Re:Prairie Operating Co.
Amendment No. 3 to Registration Statement on Form S-1
Filed September 5, 2023
File No. 333-272743
Dear Edward Kovalik:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 registration 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 registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 3 to Form S-1 filed September 5, 2023
Risk Factors
We may not have sufficient authorized common stock available to issue the Common Stock that
is being offered for resale., page 19
1.We note that there are unissued shares of common stock underlying other securities, and
that if enough shares of such common stock were issued, the total number of issued
common stock would exceed the number authorized in your charter.  Counsel's legal
opinion relies on an unstated assumption, which should not be assumed, that the shares
subject to the registration statement will be issued without the company exceeding the
total number of common stock authorized in your charter.  In order to provide a legal
opinion that satisfies Item 601(b)(5)(i) of Regulation S-K, counsel must opine that the
shares will be validly issued, without assuming away the matter upon which counsel is

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 September 15, 2023 Page 2
 FirstName LastName
Edward Kovalik
Prairie Operating Co.
September 15, 2023
Page 2
opining.  Please refer to Item 601(b)(5)(i) of Regulation S-K and Section II.B.3.a of
Staff Legal Bulletin No. 19.  If you so choose, you may pursue an offering conditioned on
a charter amendment, in the manner described in Section II.B.2.f of Staff Legal Bulletin
No. 19.
Factors Affecting Profitability, page 55
2.Please revise your breakeven analysis, including the table on page 56 and your narrative
discussion, to address your assumed network hash rate and your average mining machine
energy consumption.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-3859
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Joanna D. Enns