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Correspondence 0001493152-24-050962 from Prairie Operating Co. (PROP)

Prairie Operating Co.
Date: Dec. 20, 2024 · CIK: 0001162896 · Accession: 0001493152-24-050962

Offering / Registration Process

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Document Type
Confidence
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File numbers found in text: 333-282730

Date
Dec. 20, 2024
Author
Operating Co.
Form
CORRESP
Company
Prairie Operating Co.

Letter

Prairie Operating Co.

Waugh Drive, Suite 400

Houston, Texas 77007

December 20, 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: Withdrawal of Acceleration Request

Registration Statement on Form S-3, as amended (File No. 333-282730)

Prairie Operating Co. (the “Company”)

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on December 19, 2024, in which we requested the acceleration of the effective date of the above referenced Registration Statement on Form S-3 (File No. 333-282730) for 4:00 P.M., Washington, D.C. time, on Monday, December 23, 2024, or as soon as practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We formally withdraw our request for acceleration of the effective date.

Please call the Company’s counsel at 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 with any questions regarding this matter.

[Signature Page Follows]

United States Securities and Exchange Commission December 20, 2024 Page 2

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
20, 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:
    Withdrawal
    of Acceleration Request

    Registration
    Statement on Form S-3, as amended (File No. 333-282730)

    Prairie
    Operating Co. (the “Company”)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on December 19, 2024, in which we requested the acceleration of the effective
date of the above referenced Registration Statement on Form S-3 (File No. 333-282730) for 4:00 P.M., Washington, D.C. time, on Monday,
December 23, 2024, or as soon as practicable thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We
formally withdraw our request for acceleration of the effective date.

Please
call the Company’s counsel at 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 with any questions regarding this matter.

[Signature
Page Follows]

    United States Securities and Exchange Commission
 December 20, 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]