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April 4, 2024
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
602 Sayer Street, Suite 710
Houston, TX 77007
Re:Prairie Operating Co.
Form 10-K/A for the Fiscal Year Ended December 31, 2023
Filed March 20, 2024
File No. 001-41895
Dear Edward Kovalik:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K/A for the Fiscal Year Ended December 31, 2023
Business
Summary of Our Reserve Estimates, page 8
1.Tell us why the 151,824.9 MBoe in total possible undeveloped reserves as disclosed on
page 8 and in the reserve report filed as Exhibit 99.1 meet all of the requirements
necessary to be classified as reserves at December 31, 2023. As part of your response,
please provide us with an analysis and documentation in sufficient detail to address each
of the points in Rule 4-10(a)(26) and (a)(31)(ii) of Regulation S-X.
2.Please supplementally provide us with the grand summary cash flow table for the possible
undeveloped reserves reflecting 15 years of tabular data including the gross well count,
gross and net reserves, gross and net revenue, future development and production costs,
undiscounted or net operating income and present worth discounted at 10% by year for the
reserves reports as of December 31, 2023 relating to Prairie Operating Co. Interests in the
Initial Genesis Assets.

 FirstName LastNameEdward Kovalik
 Comapany NamePrairie Operating Co.
 April 4, 2024 Page 2
 FirstName LastName
Edward Kovalik
Prairie Operating Co.
April 4, 2024
Page 2
            In closing, 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.
            Please contact Sandra Wall, Petroleum Engineer, at (202) 551-4727 or John Hodgin,
Petroleum Engineer, at (202) 551-3699 with any questions regarding the comments. Please
contact Craig Arakawa, Branch Chief, at (202) 551-3650 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation