SecProbe.io

November 14, 2024
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
55 Waugh Drive, Suite 400
Houston, TX 77007
Re:Prairie Operating Co.
Registration Statement on Form S-3
Filed October 18, 2024
File No. 333-282730
Dear Edward Kovalik:
            We have reviewed your 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.
Form S-3 filed October 18, 2024
Registration Rights Agreement, page 6
1.We note that in connection with the Standby Equity Purchase Agreement (the
"SEPA"), you entered into a registration rights agreement with YA II PN, LTD.,
pursuant to which you agreed to file a registration statement registering the resale of
the common stock underlying the SEPA, a promissory note in the original principal
amount of $15 million, and a commitment fee of 100,000 shares of common stock.
Please revise your disclosure here and in the corresponding section of each resale
prospectus to ensure such transactions are fully described and to disclose the total
amount of shares that are subject to this registration rights agreement.

November 14, 2024
Page 2
Description of Securities
Forum Selection, page 8
2.Your disclosure regarding your exclusive forum provision does not appear consistent
with the provision included in your governing documents.  In that regard, we note that
Clause Thirteenth of your second amended and restated certificate of incorporation
and Section 8.08 of your amended and restated bylaws select "the Court of Chancery
of the State of Delaware (or, if the Court of Chancery of the State of Delaware does
not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior
Court of the State of Delaware does not have jurisdiction, the United States District
Court for the District of Delaware..." as the exclusive forum for certain actions and
that the district courts of the United States will be the sole and exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities Act
of 1933.  In addition, disclose whether this provision applies to actions arising under
the Securities Act or Exchange Act.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations
thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created
by the Securities Act or the rules and regulations thereunder. Please ensure
corresponding disclosure is included in each resale prospectus.
Plan of Distribution, page 17
3.You state on page 17 of the resale prospectus registering the offer and sale of up
to 4,198,343 Shares of Common Stock that Regulation M “may apply to sales of
securities in the market and to the activities of the Selling Stockholder and its
affiliates.” Please revise to disclose how the provisions of Regulation M may
prohibit YA II PN, LTD and any other distribution participants that are participating
in the distribution of your securities from engaging in market making activities (e.g.,
placing bids or making purchases to stabilize the price of the ordinary shares) while
the equity line is in effect; and purchasing shares in the open market while the equity
line is in effect.
General
4.It appears that the aggregate market value of your common equity held by non-
affiliates during the 60 days prior to October 18, 2024 did not exceed the $75 million
threshold that General Instruction I.B.1 of Form S-3 specifies. Please provide us with
your analysis demonstrating your ability to use Form S-3 pursuant to General
Instruction I.B.1, or if you are relying on General Instruction I.B.6 for Form S- 3
eligibility, include the information required pursuant to Instruction 7 to General
Instruction I.B.6. Alternatively, please amend your registration statement on an
appropriate form.

November 14, 2024
Page 3
5.Please revise your explanatory note to clarify that the resale prospectus registering the
offer and sale by certain selling stockholders of an aggregate of 2,968,592 shares of
common stock includes 1,141,552 shares that are issuable upon exercise of warrants
issued to investors in accordance with a subordinated promissory note entered into on
September 30, 2024 and 1,827,040 shares issued to an investor pursuant to a securities
purchase agreement dated September 30, 2024.
6.Please revise the explanatory note and the prospectus cover page for the resale
prospectus registering the offer and sale of to 4,198,343 shares of common stock by
YA II PN, LTD., to clarify whether you are registering 100,000 commitment shares
issued to YA.  In that regard, we note your disclosure on page 14 under Selling
Stockholder states that such 4,198,343 shares consist of (i) up to 100,000 commitment
shares that have been issued to YA for the commitment fee, and (ii) up to 4,098,343
shares of common stock (a) issuable to YA by the company under the SEPA, subject
to the satisfaction of the conditions set forth in the SEPA, and (b) issuable to YA upon
conversions of the Yorkville Note.
7.Please expand the disclosure in your resale prospectus with respect to the registration
of 2,968,592 shares of common stock to describe the material terms of the warrants to
purchase 1,141,552 shares, including the exercise price and the period of time during
which such warrants are exercisable.
8.Please expand the disclosure in your resale prospectus with respect to the registration
of 4,198,343 shares of common stock to describe the material terms of the Yorkville
Note, including the conversion price and any mechanics.
9.We note your disclosure in each resale prospectus under Plan of Distribution that your
selling shareholders may sell their securities to or through underwriters and in any
method permitted pursuant to applicable law. Please confirm your understanding that
the retention by a selling shareholder of an underwriter would constitute a material
change to your plan of distribution requiring a post-effective amendment.  Refer to
your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
            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.

November 14, 2024
Page 4
            Please contact Brian McAllister at 202-551-3341 or Craig Arakawa at 202-551-3650
if you have questions regarding comments on the financial statements and related
matters. Please contact Anuja Majmudar at 202-551-3844 or Karina Dorin at 202-551-3763
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Ramey Layne