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Correspondence 0001493152-24-050853 from Prairie Operating Co. (PROP)

Prairie Operating Co.
Date: Dec. 19, 2024 · CIK: 0001162896 · Accession: 0001493152-24-050853

Offering / Registration Process Regulatory Compliance Capital Structure

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File numbers found in text: 333-282730

Date
Dec. 19, 2024
Author
Operating Co.
Form
CORRESP
Company
Prairie Operating Co.

Letter

Prairie Operating Co.

Waugh Drive, Suite 400

Houston, Texas 77007

December 19, 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.

Registration Statement on Form S-3 (as amended)

File No. 333-282730

Ladies and Gentlemen:

On behalf of Prairie Operating Co. (the “Company”), 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-3 (File No. 333-282730) be accelerated to 4:00 P.M., Washington, D.C. time, on December 23, 2024, or as soon as practicable thereafter.

We request that we be notified of such effectiveness by a telephone call to T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592 or E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629 and that such effectiveness also be confirmed in writing. The Company hereby authorizes T. Mark Kelly and E. Ramey Layne, 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 19, 2024

Page

Very
truly yours,
Prairie
Operating Co.

Show Raw Text
CORRESP
1
filename1.htm

Prairie
Operating Co.

55
Waugh Drive, Suite 400

Houston,
Texas 77007

December
19, 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.

    Registration
    Statement on Form S-3 (as amended)

    File
    No. 333-282730

Ladies
and Gentlemen:

On
behalf of Prairie Operating Co. (the “Company”), 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-3 (File No.
333-282730) be accelerated to 4:00 P.M., Washington, D.C. time, on December 23, 2024, or as soon as practicable thereafter.

We
request that we be notified of such effectiveness by a telephone call to T. Mark Kelly of Vinson & Elkins L.L.P. at (713) 758-4592
or E. Ramey Layne of Vinson & Elkins L.L.P. at (713) 758-4629 and that such effectiveness also be confirmed in writing. The Company
hereby authorizes T. Mark Kelly and E. Ramey Layne, 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
19, 2024

Page
2

    Very
    truly yours,

    Prairie
    Operating Co.

    By:
    /s/
    Daniel T. Sweeney

    Name:
    Daniel
    T. Sweeney

    Title:

    Executive
    Vice President and General Counsel

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

    E.
    Ramey Layne, Vinson & Elkins L.L.P.

[Signature
Page to Company Acceleration Request]