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Correspondence 0001493152-24-018634 from Prairie Operating Co. (PROP)

Prairie Operating Co.
Date: May 10, 2024 · CIK: 0001162896 · Accession: 0001493152-24-018634

Financial Reporting Regulatory Compliance Offering / Registration Process

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File numbers found in text: 001-41895, 333-276998

Referenced dates: April 4, 2024

Date
December 31, 2023
Author
Chief
Form
CORRESP
Company
Prairie Operating Co.

Letter

Prairie Operating Co.

Sawyer Street, Suite 710

Houston, Texas 77007

May 10, 2024

Division of Corporation Finance

Office of Energy and Transportation

United States Securities and Exchange Commission

Division of Corporation Finance

F Street, N.E.

Washington, D.C. 20549-3561

Re: Prairie Operating Co.

Form 10-K/A for the Fiscal Year Ended December 31, 2023

Filed March 20, 2024

File No. 001-41895

Ladies and Gentlemen:

The Company has received the letter dated April 4, 2024 from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on Form 10-K/A for the fiscal year ended December 31, 2023, File No. 001-41895, filed with the Commission on March 20, 2024 (the “Annual Report”). The Company respectfully requests an extension to the deadline for responding to the letter due to the parallel review process with respect to related comments to the Company’s Amendment No. 2 to the Registration Statement on Form S-1, File No. 333-276998, filed with the Commission on April 9, 2024 (the “Registration Statement”). The Company will provide its response to the letter via EDGAR as soon as possible upon resolving the Staff’s comments to the Registration Statement or, if not resolved prior to such date, on or before May 28, 2024.

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or Joanna D. Enns of Vinson & Elkins L.L.P. at (214) 220-7753.

Very truly yours,
PRAIRIE OPERATING CO.

Show Raw Text
CORRESP
1
filename1.htm

Prairie
Operating Co.

602
Sawyer Street, Suite 710

Houston,
Texas 77007

May
10, 2024

Division
of Corporation Finance

Office
of Energy and Transportation

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549-3561

    Re:
    Prairie
    Operating Co.

    Form
    10-K/A for the Fiscal Year Ended December 31, 2023

    Filed
                                            March 20, 2024

    File
    No. 001-41895

Ladies
and Gentlemen:

The
Company has received the letter dated April 4, 2024 from the staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) regarding the Company’s annual report on
Form 10-K/A for the fiscal year ended December 31, 2023, File No. 001-41895, filed with the Commission on March 20, 2024 (the “Annual
Report”). The Company respectfully requests an extension to the deadline for responding to the letter due to the parallel
review process with respect to related comments to the Company’s Amendment No. 2 to the Registration Statement on Form S-1, File
No. 333-276998, filed with the Commission on April 9, 2024 (the “Registration Statement”). The Company will
provide its response to the letter via EDGAR as soon as possible upon resolving the Staff’s comments to the Registration Statement
or, if not resolved prior to such date, on or before May 28, 2024.

Please
direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff,
please contact T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or Joanna D. Enns of Vinson & Elkins L.L.P. at (214)
220-7753.

    Very truly yours,

    PRAIRIE OPERATING CO.

    By:
    /s/
    Edward Kovalik

    Name:
    Edward
    Kovalik

    Title:
    Chief
    Executive Officer

Enclosures

    cc:

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

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