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Correspondence 0001493152-23-043658 from Prairie Operating Co. (PROP)

Prairie Operating Co.
Date: Dec. 5, 2023 · CIK: 0001162896 · Accession: 0001493152-23-043658

Offering / Registration Process Regulatory Compliance Capital Structure

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File numbers found in text: 333-272743

Date
Dec. 5, 2023
Author
Prairie Operating Co.
Form
CORRESP
Company
Prairie Operating Co.

Letter

Prairie Operating Co.

Sawyer Street, Suite 710

Houston, Texas 77007

December 5, 2023

Division of Corporation Finance

Office of Crypto Assets

United States Securities and Exchange Commission

Division of Corporation Finance

F Street, N.E.

Washington, D.C. 20549-3561

Re: Prairie Operating Co.

Registration Statement on Form S-1 (as amended)

File No. 333-272743

Ladies and Gentlemen:

On behalf of Prairie Operating Co., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 P.M., Washington, D.C. time, on December 6, 2023, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to Joanna D. Enns of Vinson & Elkins L.L.P. at (214) 220-7753 and that such effectiveness also be confirmed in writing. The Company hereby authorizes Joanna D. Enns, counsel to the Company, to orally modify or withdraw this request for acceleration. Thank you for your assistance in this matter.

[Signature Page Follows]

United States Securities and Exchange Commission

December 5, 2023

Page

Very truly yours,
Prairie Operating Co.

Show Raw Text
CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

December
5, 2023

Division
of Corporation Finance

Office
of Crypto Assets

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

  Re:
  Prairie Operating Co.

  Registration Statement on Form S-1 (as amended)

  File No. 333-272743

Ladies
and Gentlemen:

On
behalf of Prairie Operating Co., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby
requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 P.M., Washington,
D.C. time, on December 6, 2023, or as soon as practicable thereafter.

We
request that we be notified of such effectiveness by a telephone call to Joanna D. Enns of Vinson & Elkins L.L.P. at (214) 220-7753
and that such effectiveness also be confirmed in writing. The Company hereby authorizes Joanna D. Enns, counsel to the Company, to orally
modify or withdraw this request for acceleration. Thank you for your assistance in this matter.

[Signature
Page Follows]

United
States Securities and Exchange Commission

December
5, 2023

Page
2

    Very truly yours,

    Prairie Operating Co.

    By:
  /s/ Daniel T. Sweeney

    Name:
  Daniel
      T. Sweeney

    Title:
  General Counsel

  cc:
  T. Mark Kelly, Vinson & Elkins L.L.P.

  Joanna D. Enns, Vinson & Elkins L.L.P.

[Signature
Page to Company Acceleration Request]