SEC Comment Letter 0000000000-23-012601 to Prairie Operating Co. (PROP)
Prairie Operating Co.
Date: Nov. 16, 2023 · CIK: 0001162896 · Accession: 0000000000-23-012601
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-272743
Letter
United States securities and exchange commission logo November 16, 2023 Edward Kovalik Chief Executive Officer Prairie Operating Co. 602 Sawyer Street, Suite 710 Houston, TX 77007 Re:Prairie Operating Co. Amendment No. 5 to Registration Statement on Form S-1 Filed November 6, 2023 File No. 333-272743 Dear Edward Kovalik: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 1, 2023 letter. Amendment No. 5 to Form S-1 filed November 6, 2023 Risk Factors, page 8 1.Please add a separate risk factor addressing the risk that the assumptions in your "shutdown bitcoin price" and breakeven analysis disclosure on pages 52 - 54 may turn out to be inaccurate and the potential risks to investors arising therefrom. Also please include a cross-reference to this risk factor in your Factors Affecting Profitability discussion. Business Factors Affecting Profitability, page 52 2.We note your responses to comments 2 and 3. Please expand your disclosure in this section to disclose the information you have provided in these responses. 3.We note your response to comment 5. Please revise to provide a breakeven analysis
FirstName LastNameEdward Kovalik Comapany NamePrairie Operating Co. November 16, 2023 Page 2 FirstName LastName Edward Kovalik Prairie Operating Co. November 16, 2023 Page 2 illustrating to investors the impact of hardware purchasing costs on your mining operations, among other costs. We note from page 53 that your mining machines only have a useful life of 2 - 5 years and that you recognized $132,851 of depreciation with respect to your miners for the quarter ended June 30, 2023. Given this substantial expense and the fact that you will have to replace your miners every few years, it appears that the cost of purchasing mining equipment is a substantial expense that will impact the success of your mining operations. Please contact David Lin at 202-551-3552 or John Dana Brown at 202-551-3859 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Joanna D. Enns
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United States securities and exchange commission logo
November 16, 2023
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
602 Sawyer Street, Suite 710
Houston, TX 77007
Re:Prairie Operating Co.
Amendment No. 5 to Registration Statement on Form S-1
Filed November 6, 2023
File No. 333-272743
Dear Edward Kovalik:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 1, 2023 letter.
Amendment No. 5 to Form S-1 filed November 6, 2023
Risk Factors, page 8
1.Please add a separate risk factor addressing the risk that the assumptions in your
"shutdown bitcoin price" and breakeven analysis disclosure on pages 52 - 54 may turn out
to be inaccurate and the potential risks to investors arising therefrom. Also please include
a cross-reference to this risk factor in your Factors Affecting Profitability discussion.
Business
Factors Affecting Profitability, page 52
2.We note your responses to comments 2 and 3. Please expand your disclosure in this
section to disclose the information you have provided in these responses.
3.We note your response to comment 5. Please revise to provide a breakeven analysis
FirstName LastNameEdward Kovalik
Comapany NamePrairie Operating Co.
November 16, 2023 Page 2
FirstName LastName
Edward Kovalik
Prairie Operating Co.
November 16, 2023
Page 2
illustrating to investors the impact of hardware purchasing costs on your mining
operations, among other costs. We note from page 53 that your mining machines only
have a useful life of 2 - 5 years and that you recognized $132,851 of depreciation with
respect to your miners for the quarter ended June 30, 2023. Given this substantial expense
and the fact that you will have to replace your miners every few years, it appears that the
cost of purchasing mining equipment is a substantial expense that will impact the success
of your mining operations.
Please contact David Lin at 202-551-3552 or John Dana Brown at 202-551-3859 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Joanna D. Enns