PROP Prairie Operating Company

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 14, 2025

 

Prairie Operating Co.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41895		98-0357690
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

55 Waugh Drive
Suite 400
Houston, TX		77007
(Address of principal executive offices)		(Zip Code)

 

(713) 424-4247

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PROP		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously disclosed on the Current Report on Form 8-K of Prairie Operating Co. (“Prairie OpCo”) filed on February 7, 2025, Prairie OpCo, Otter Holdings, LLC (“Prairie LeaseCo”), Prairie SWD Co., LLC (“Prairie DisposalCo”), and Prairie Gathering I, LLC (“Prairie GathererCo,” and together with Prairie OpCo, Prairie LeaseCo, and Prairie DisposalCo, each, individually, a “Buyer AssetCo,” and collectively, the “Buyer AssetCos”), entered into a Purchase and Sale Agreement, dated as of February 6, 2025 (the “PSA”), with Bayswater Resources LLC (“Bayswater Resources”), Bayswater Fund III-A (“Bayswater Fund III-A”), Bayswater Fund III-B, LLC (“Bayswater Fund III-B”), Bayswater Fund IV-A, LP (“Bayswater Fund IV-A”), Bayswater Fund IV-B, LP (“Bayswater Fund IV-B”), Bayswater Fund IV-Annex, LP (“Bayswater Fund IV-Annex”), and Bayswater Exploration and Production, LLC (“Bayswater E&P” and, together with Bayswater Resources, Bayswater Fund III-A, Bayswater Fund III-B, Bayswater Fund IV-A, Bayswater Fund IV-B, and Bayswater Fund IV-Annex, each, individually, a “Seller,” and, collectively, the “Sellers”).

 

On March 14, 2025, Sellers entered into an Amendment to Purchase and Sale Agreement with Sellers (the “PSA Amendment”). Pursuant to the PSA Amendment, among other things, the “Outside Date” in the PSA, after which either Prairie OpCo and Bayswater E&P may each terminate the PSA (subject to the terms and conditions set forth therein), was extended to March 20, 2025. In addition, the PSA Amendment provides that the “Base Amount” of equity consideration issuable to Bayswater E&P at closing will have an aggregate value equal to $16.0 million with the number of shares issuable calculated pursuant to the PSA Amendment (such shares not to exceed 5,249,639 shares).

 

The foregoing summary of the PSA Amendment is qualified in its entirety by reference to the full terms of the PSA Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 1.01.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit Number		Description
10.1		Amendment to Purchase and Sale Agreement, dated as of March 14, 2025, by and among Prairie Operating Co., Otter Holdings, LLC, Prairie SWD Co., LLC., Prairie Gathering I, LLC, Bayswater Resources LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, Bayswater Fund IV-Annex, LP and Bayswater & Production, LLC.
104		Cover Page Interactive Date File-formatted as Inline XBRL.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	PRAIRIE OPERATING CO.
	By:	/s/ Daniel T. Sweeney
	Name:	Daniel T. Sweeney
	Title:	Executive Vice President, General Counsel and Corporate Secretary

 

Date: March 17, 2025

 

 

 

 

Exhibit 10.1

 

Execution Version

 

AMENDMENT to purchase AND SALE agreement

 

This Amendment to purchase AND SALE agreement (this “Amendment”), is made and entered into as of March 14, 2025 (the “Effective Date”), by and among Bayswater Resources LLC, a Delaware limited liability company (“Bayswater Resources”); Bayswater Fund III-A, LLC, a Delaware limited liability company (“Bayswater Fund III-A”); Bayswater Fund III-B, LLC, a Delaware limited liability company (“Bayswater Fund III-B”); Bayswater Fund IV-A, LP, a Delaware limited partnership (“Bayswater Fund IV-A”); Bayswater Fund IV-B, LP, a Delaware limited partnership (“Bayswater Fund IV-B”); Bayswater Fund IV-Annex, LP, a Delaware limited partnership (“Bayswater Fund IV-Annex”); and Bayswater Exploration & Production, LLC, a Colorado limited liability company (“Bayswater E&P” and, together with Bayswater Resources, Bayswater Fund III-A, Bayswater Fund III-B, Bayswater Fund IV-A, Bayswater Fund IV-B, and Bayswater Fund IV-Annex, each, individually, a “Seller,” and, collectively, the “Sellers”); and Prairie Operating Co., a Delaware corporation (“Buyer”); Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie OpCo”); Otter Holdings, LLC, a Delaware limited liability company (“Prairie LeaseCo”); Prairie SWD Co., LLC, a Delaware limited liability company (“Prairie DisposalCo”); and Prairie Gathering I, LLC, a Delaware limited liability company (“Prairie GathererCo,” and, together with Prairie OpCo, Prairie Lease Co, and Prairie DisposalCo, each, individually, a “Buyer AssetCo,” and, collectively, the “Buyer AssetCos”). Buyer, Buyer AssetCos, and Sellers are each, individually, a “Party,” and are, collectively, the “Parties.” Capitalized terms herein shall be the definitions assigned to them herein or as defined in the Agreement (as defined below).

 

Recitals:

 

WHEREAS, the Parties entered into that certain Purchase and Sale Agreement, dated as of February 6, 2025 (the “Agreement”), whereby the Parties set forth their desire for Sellers to sell and Buyer and Buyer AssetCos to purchase those certain oil and gas properties, rights and related assets defined and described in the Agreement up the terms set forth therein.

 

WHEREAS, pursuant to Section 14.4 of the Agreement, the Parties desire to amend certain of those terms and conditions set forth in the Agreement as further described herein.

 

AGREEMENT:

 

NOW, THEREFORE, in consideration of the mutual promises contained herein, the benefits to be derived by each Party hereunder, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows:

 

ARTICLE I
Amendments

 

Section 1.1 Amendments.

 

(a) Annex I (Definitions) of the Agreement is hereby amended by replacing the following defined terms in the Agreement in their entirety with the following defined terms:

 

“Base Amount” means $16,000,000.00.

 

 

“Base Equity Shares” means a number of shares of Buyer’s Common Stock equal to: (a) the Base Amount, divided by (b) the product of (1) the Equity Share Price multiplied by (2) 97.25%.

 

“Common Stock” means Buyer’s common stock (NASDAQ:PROP), $0.01 par value per share.

 

“Equity Consideration” means the lesser of (a) the Base Equity Shares, and (b) the Maximum Share Amount.

 

“Outside Date” means March 20, 2025.

 

(b) Annex I (Definitions) of the Agreement is hereby amended by adding the following new definition:

 

“Equity Share Price” means, as applicable, either (a) if Buyer issues Common Stock in connection with the equity offering under the Financings to Third Parties or Persons that are not also purchasing preferred equity in Buyer or its Affiliates in connection with the Financings, then the lowest per share price paid by the public (or other Third-Party investors) for such Common Stock in the equity offering under the Financings, or (b) if Buyer does not issue Common Stock in connection with the equity offering under the Financings, or issues Common Stock in connection with the equity offering under the Financings only to those Persons or their affiliates that are purchasing preferred equity in Buyer or its Affiliates in connection with the Financings, then a per share price equal to 75% of the lowest closing price for Buyer’s Common Stock in the five trading days prior to the Closing Date, as reported by nasdaq.com.

 

(c) Annex I (Definitions) of the Agreement is hereby amended by deleting the following defined terms in the Agreement in their entirety:

 

“Additional Equity Shares” means:

 

(a) if the Shortfall Amount is a positive number, then a number of shares of Buyer’s common stock, $0.01 par value per share, equal to (1) the Shortfall Amount, divided by (2) the product of (i) the per share price paid by the public in the equity offering under the Financings multiplied by (ii) 97.25%, or

 

(b) if the Shortfall Amount is zero, then zero shares.

 

“Shortfall Amount” means an amount, in dollars, equal to lesser of (a) the amount by which the Financed Amount exceeds the amount actually raised by Buyer in the Financings, if any, and (b) (1) the Maximum Share Amount minus the Base Equity Shares, multiplied by (2) the per share price paid by the public in the equity offering under the Financings, multiplied by (3) 97.25%. If the amount actually raised by Buyer in the Financings exceeds the Financed Amount, then the Shortfall Amount will be deemed zero.

 

 

(d) Section 2.1(b) (Cash at Closing) of the Agreement is hereby amended by replacing such provision in the Agreement in its entirety with the following:

 

(b) Cash at Closing. At Closing, Buyer shall pay to an account designated in writing by Sellers’ Representative an amount of cash equal to (1) the Closing Amount, minus (2) the Base Amount (such resulting amount, the “Cash Consideration”).

 

Section 1.2 No Other Amendments. Except as expressly set forth in this Amendment, there are no changes to the Agreement, the remaining terms of which shall remain in effect as written.

 

ARTICLE II
Satisfaction of Closing Conditions

 

Section 2.1 Satisfaction of Closing Conditions. Buyer and Buyer AssetCos agree that, as of March 14, 2025 (the “Satisfaction Date”), Sellers have complied in all respects with the conditions to closing set forth in the Purchase Agreement and are prepared to close the transactions contemplated thereby. The Parties further agree as follows:

 

(a) As consideration for Sellers’ agreement to postpone the Closing until no later than the Outside Date, Buyer and each Buyer AssetCo agree that each of the conditions to Closing in Sections 9.2(b), (c), and (d) of the Purchase Agreement shall be deemed satisfied effective as of the Satisfaction Date, so long as such conditions would have been satisfied on the Satisfaction Date, if the Closing occurred on the Satisfaction Date. Following delivery of the certificate required by Section 9.2(a) of the Purchase Agreement (as modified herein), the Purchase Agreement shall be deemed amended to delete each of the conditions set forth in Section 9.2.

 

(b) In furtherance of the foregoing, the certificate required to be delivered by Sellers on the Closing Date pursuant to Section 9.2(a) of the Purchase Agreement shall instead be required to be delivered on the Satisfaction Date, and shall only be required to certify that the conditions set forth in Section 9.2(a) of the Purchase Agreement have been satisfied as of the Satisfaction Date.

 

(c) Buyer and Buyer AssetCos acknowledge and agree that each of Sellers’ Closing deliveries set forth in Sections 11.3(a), (b), (f)-(m), (o), (p), and (q) has been provided.

 

ARTICLE III
MisCELLANEOUS

 

Section 3.1 Dispute Resolution. Any dispute arising out of this Amendment shall be resolved in accordance with the dispute resolution provisions set forth in Section 14.9 of the Agreement.

 

 

Section 3.2 Notices. All notices and other communications given or made pursuant to this Amendment shall be made as provided in Section 14.2 of the Agreement.

 

Section 3.3 Entire Agreement. This Amendment, together with the Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.

 

Section 3.4 Binding Effect; Assignment; No Third Party Benefit. This Amendment, together with the Agreement, including the Exhibits and Schedules, the Confidentiality Agreement, the Agreement Regarding Employees, and the other Transaction Documents constitutes the entire understanding among the Parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, and prior agreements and understandings relating to such subject matter.

 

Section 3.5 Severability. If any term or other provision of this Amendment is invalid, illegal, or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction is not affected in any adverse manner to Sellers or Buyer. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transaction is fulfilled to the greatest extent possible; provided, however, that if the limitations set forth in Section 13.12 of the Agreement are determined to be unenforceable, the applicable notice period will be the shortest time that is enforceable under applicable Law.

 

Section 3.6 Governing Law and Venue. This Amendment, shall be governed by and construed in accordance with the governing law and venue provisions set forth in Section 14.10 of the Agreement.

 

Section 3.7 Counterparts. This Amendment may be executed in any number of counterparts, each of which for all purposes shall be deemed an original, and all of which shall constitute, collectively, one instrument. It is not necessary that each Party execute the same counterpart so long as identical counterparts are executed by each such Party. This Amendment may be validly executed and delivered by electronic transmission.

 

Section 3.8 Amendment. This Amendment may not be amended except by an instrument in writing signed by or on behalf of all the Parties.

 

[Remainder of Page Intentionally Left Blank. Signature Page Follows.]

 

 

Sellers have executed this Amendment as of the date set forth above:

 

	Sellers:
	Bayswater Resources LLC Bayswater Fund III-A, LLC Bayswater Fund III-B, LLC Bayswater Fund IV-A, LP Bayswater Fund IV-B, LP Bayswater Fund IV-Annex, LP Bayswater Exploration & Production, LLC

 

	By:	/s/ Lynn S. Belcher
	Name:	Lynn S. Belcher
	Title:	Executive Vice President

 

Signature Page to Amendment to PSA

 

 

Buyer and each Buyer AssetCo has executed this Amendment, as of the date set forth above:

 

	Buyer:
	Prairie Operating Co.
	By:	/s/ Edward Kovalik
	Name:	Edward Kovalik
	Title:	Chief Executive Officer
	Buyer OpCo:
	Prairie Operating Co., LLC
	By:	/s/ Edward Kovalik
	Name:	Edward Kovalik
	Title:	Chief Executive Officer
	Buyer LeaseCo:
	Otter Holdings, LLC
	By:	/s/ Edward Kovalik
	Name:	Edward Kovalik
	Title:	Chief Executive Officer
	Buyer DisposalCo:
	Prairie SWD Co., LLC
	By:	/s/ Edward Kovalik
	Name:	Edward Kovalik
	Title:	Chief Executive Officer

 

Signature Page to Amendment to PSA

 

 

	Buyer Gatherer Co:
	Prairie Gathering I, LLC
	By:	/s/ Edward Kovalik
	Name:	Edward Kovalik
	Title:	Chief Executive Officer

 

Signature Page to Amendment to PSA

 

v3.25.1

Cover	Mar. 14, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 14, 2025
Entity File Number	001-41895
Entity Registrant Name	Prairie Operating Co.
Entity Central Index Key	0001162896
Entity Tax Identification Number	98-0357690
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	55 Waugh Drive
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77007
City Area Code	(713)
Local Phone Number	424-4247
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	PROP
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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