SEC Comment Letter 0000000000-24-013793 to Prairie Operating Co. (PROP)
Prairie Operating Co.
Date: Dec. 16, 2024 · CIK: 0001162896 · Accession: 0000000000-24-013793
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-282730
Letter
December 16, 2024 Edward Kovalik Chief Executive Officer Prairie Operating Co. 55 Waugh Drive, Suite 400 Houston, TX 77007 Re:Prairie Operating Co. Amendment No. 2 to Registration Statement on Form S-3 Filed December 10, 2024 File No. 333-282730 Dear Edward Kovalik: We have reviewed your amended registration statement and have the following comment. 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 December 9, 2024 letter. Amendment No. 2 to Form S-3 filed on December 10, 2024 Documents Incorporated by Reference, , page 1 We refer you to exhibit 99.2 to Form 8-K filed on November 27, 2024. You state that on August 15, 2024, the purchase price in the NRO agreement was amended to $84.5 million in cash, subject to certain closing price adjustments and other customary closing conditions. You go on to disclose at note 5 that on October 1, 2024, you transferred total cash consideration of $55.8 million related to the acquisition. Please provide us with additional information about the difference between the amended purchase price of $84.5 million and the total consideration of $55.8 million transferred to the seller. To the extent that the $55.8 million cash consideration represents the final purchase price, please clearly disclose that the asset purchase agreement was amended and state the revised purchase price at the forepart of the Unaudited Pro 1.
December 16, 2024 Page 2 Forma Condensed Combined Financial Information. 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
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December 16, 2024
Edward Kovalik
Chief Executive Officer
Prairie Operating Co.
55 Waugh Drive, Suite 400
Houston, TX 77007
Re:Prairie Operating Co.
Amendment No. 2 to Registration Statement on Form S-3
Filed December 10, 2024
File No. 333-282730
Dear Edward Kovalik:
We have reviewed your amended registration statement and have the following
comment.
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 December 9, 2024 letter.
Amendment No. 2 to Form S-3 filed on December 10, 2024
Documents Incorporated by Reference, , page 1
We refer you to exhibit 99.2 to Form 8-K filed on November 27, 2024. You state that
on August 15, 2024, the purchase price in the NRO agreement was amended to $84.5
million in cash, subject to certain closing price adjustments and other customary
closing conditions. You go on to disclose at note 5 that on October 1, 2024, you
transferred total cash consideration of $55.8 million related to the acquisition. Please
provide us with additional information about the difference between the amended
purchase price of $84.5 million and the total consideration of $55.8 million transferred
to the seller. To the extent that the $55.8 million cash consideration represents the
final purchase price, please clearly disclose that the asset purchase agreement was
amended and state the revised purchase price at the forepart of the Unaudited Pro 1.
December 16, 2024
Page 2
Forma Condensed Combined Financial Information.
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