PROP Prairie Operating Company

 

As filed with the Securities and Exchange Commission on March 24, 2025

 

Registration No. 333-

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-3

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

Prairie Operating Co.

(Exact name of registrant as specified in its charter)

 

Delaware		1311		98-0357690
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

 

55 Waugh Drive, Suite 400

Houston, TX 77007

(713) 424-4247

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Edward Kovalik Chief Executive Officer 55 Waugh Drive, Suite 400 Houston, Texas 77007 (713) 424-4247

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:   Paul Conneely Bryn Sappington Norton Rose Fulbright US LLP 2200 Ross Avenue Suite 3600 Dallas, Texas 75201 (214) 855-8000

 

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

 

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-282730)

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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 7(a)(2)(B) of the Securities Act. ☐

 

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, this Registration Statement shall become effective upon filing with the Securities and Exchange Commission.

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This Registration Statement is being filed by Prairie Operating Co. (“the Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 462(b), the Company hereby incorporates by reference into this Registration Statement on Form S-3 in its entirety the Registration Statement on Form S-3 (File No. 333-282730) initially filed on October 18, 2024, as amended by that certain Amendment No. 1 on November 22, 2024, and as further amended by that certain Amendment No. 2 on December 10, 2024, which was declared effective by the Securities and Exchange Commission (“SEC”) on December 20, 2024 (the “Initial Registration Statement”), including each of the documents filed by the Company with the SEC and incorporated or deemed to be incorporated by reference therein and all exhibits thereto.

 

In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of not more than 20% of the maximum aggregate offering price of the remaining securities eligible to be sold under the Initial Registration Statement are being registered.

 

This Registration Statement is being filed with respect to the registration of an additional $50,000,000 aggregate maximum amount of the Company’s securities, which are described in the prospectus constituting a part of the Initial Registration Statement.

 

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits.

 

Exhibit Number		Exhibits
5.1		Opinion of Norton Rose Fulbright US LLP as to the legality of the securities being registered.*
23.1		Consent of Cawley, Gillespie & Associates, Inc.*
23.2		Consent of Ham, Langston & Brezina L.L.P.*
23.3		Consent of Moss Adams LLP.*
23.4		Consent of Plante & Moran, PLLC.*
23.5		Consent of Norton Rose Fulbright US LLP (included in Exhibit 5.1).*
24.1		Powers of Attorney (included on signatures pages hereto).*
107		Filing Fee Table.*

 

*	Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Houston, Texas on March 24, 2025.

 

PRAIRIE OPERATING CO.
By:	/s/ Edward Kovalik
	Edward Kovalik
	Chief Executive Officer

 

Each person whose signature appears below constitutes and appoints Edward Kovalik and Craig Owen, as his attorney-in-fact and agent, with full power of substitution and resubstitution, on his behalf, in any and all capacities, to sign this registration statement and any and all amendments (including post effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and to perform and do any and all acts and things whatsoever that any such attorney-in-fact or substitute may deem necessary or advisable to be performed or done in connection with any or all of the matters described in these resolutions, as fully as such officer or director might or could do if personally present and acting.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name		Title		Date
/s/ Edward Kovalik		Chief Executive Officer and Chairman		March 24, 2025
Edward Kovalik		(Principal Executive Officer)
/s/ Craig Owen		Executive Vice President & Chief Financial Officer		March 24, 2025
Craig Owen		(Principal Financial and Accounting Officer)
/s/ Gary C. Hanna		President and Director		March 24, 2025
Gary C. Hanna
/s/ Gizman I. Abbas		Director		March 24, 2025
Gizman I. Abbas
/s/ Stephen Lee		Director		March 24, 2025
Stephen Lee
/s/ Jonathan Gray		Director		March 24, 2025
Jonathan Gray
/s/ Erik Thoresen		Director		March 24, 2025
Erik Thoresen
/s/ Richard N. Frommer		Director		March 24, 2025
Richard N. Frommer

 

 

 

Exhibit 5.1

 

March 24, 2025

 

Prairie Operating Co.

55 Waugh Drive, Suite 400

Houston, Texas 77007

 

Re:	Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We have acted as special counsel to Prairie Operating Co., a Delaware corporation (the “Company”), in connection with the Company’s filing of a Registration Statement on Form S-3 (the “Additional Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Act”) relating to an aggregate of additional $50,000,000 of (1) shares of the Company’s common stock, par value $0.01 per share (“Common Stock”); (2) shares of the Company’s preferred stock, par value $0.01 per share (“Preferred Stock”); (3) warrants for the purchase of shares of Common Stock or Preferred Stock (“Warrants”); (4) rights to purchase shares of Common Stock, shares of Preferred Stock or Warrants (“Rights”); and (5) units comprised of one or more shares of Common Stock, shares of Preferred Stock, Warrants, Rights, or any combination of the securities under the Registration Statement (“Units” and together with the Common Stock, Preferred Stock, Warrants, and Rights, the “Securities”). The Additional Registration Statement incorporates by reference the Registration Statement on Form S-3, File No. 333-282730 (the “Original Registration Statement” and collectively with the Additional Registration Statement, the “Registration Statement”), filed by the Company with the Commission under the Act, as amended to the date hereof.

 

All capitalized terms which are defined in the Original Registration Statement shall have the same meanings when used herein, unless otherwise specified.

 

In rendering the opinions set forth below, we have examined and relied upon: (i) the Additional Registration Statement and the Original Registration Statement, including the Prospectus; (ii) the Company’s Second Amended and Restated Certificate of Incorporation effective as of October 16, 2023 (the “Certificate of Incorporation”), and the Company’s Amended and Restated Bylaws dated as of May 3, 2023 (the “Bylaws”); (iii) resolutions of the Board of Directors of the Company (the “Board”) relating to the Additional Registration Statement; and (iv) such corporate documents, records, certificates, and other instruments, documents, and writings as we considered appropriate for purposes of the opinions expressed in this letter. In addition, we reviewed such questions of law as we considered appropriate to enable us to render the opinions expressed in this letter. As to matters of fact relevant to the opinions expressed below and as to factual matters arising in connection with our review of corporate documents, records, certificates, and other instruments, documents, and writings, we have made no independent investigation of such facts and we have relied in certain cases upon certificates and other communications of officers and employees of the Company without further investigation as to the facts set forth in such certificates and communications.

 

Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas.

 

Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein, a Swiss verein. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients. Details of each entity, with certain regulatory information, are available at nortonrosefulbright.com.

 

 

Prairie Operating Co. March 24, 2025 Page 2

 

In connection with rendering the opinions expressed in this letter, we have assumed that:

 

(i) all information contained in all documents reviewed by us is true, correct, and complete;

 

(ii) all signatures on all documents examined by us are genuine and each individual who signed any of those documents had legal capacity and authority to do so;

 

(iii) all documents submitted to us as originals are authentic, all documents submitted to us as copies conform to the authentic originals of those documents and all documents examined by us are duly authorized, executed, and delivered by the parties thereto (other than the Company);

 

(iv) the Certificate of Incorporation and Bylaws will not have been amended in any manner that would affect any legal conclusion set forth in this letter, and any certificate of designations in respect of Preferred Stock will be in conformity therewith and with applicable law;

 

(v) the consideration paid for any shares of Company Stock will comply with the Delaware General Corporation Law, as amended (the “DGCL”), as applicable, and any successor statute(s);

 

(vi) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective under the Securities Act;

 

(vii) a Prospectus Supplement will have been prepared and filed with the Commission describing the Securities offered thereby;

 

(viii) all Securities will be offered and sold in compliance with applicable federal and state securities laws and in the form and manner and on the terms specified in the Registration Statement and the applicable Prospectus Supplement;

 

(ix) with respect to Securities to be offered through an agent, underwriter, or dealer, or to or through a market maker, the form, terms, and conditions of a definitive purchase, placement, agency, underwriting, or similar agreement with respect to any Securities or, with respect to Securities to be sold by the Company directly to investors in privately negotiated transactions, the form, terms, and conditions of such agreement with respect to such Securities, will have been duly authorized and validly executed and delivered by the parties thereto (other than the Company);

 

(x) in the case of shares of Company Stock, the Board will have taken all necessary corporate action to approve the issuance of the Company Stock;

 

(xi) in the case of shares of Preferred Stock of any series, the Board will have taken all necessary corporate action to designate and establish the terms of such series and will have caused a certificate of designations with respect to such series to be prepared and filed with the Secretary of State of the State of Delaware in accordance with the DGCL, and the terms of such series will not violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company and will comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company;

 

 

Prairie Operating Co. March 24, 2025 Page 3

 

(xii) in the case of Warrants: (A) the Board will have taken all necessary corporate action to authorize the creation of and the terms of such Warrants and the issuance of the Securities to be issued pursuant thereto and to approve the warrant agreement relating thereto; (B) such warrant agreement will have been duly executed and delivered by the warrant agent thereunder appointed by the Company, if any; (C) each person signing such warrant agreement will have the legal capacity and authority to do so; (D) neither such Warrants nor such warrant agreement will include any provision that is unenforceable, that violates any applicable law, or results in a default under or breach of any agreement or instrument binding upon the Company; (E) the terms of such Warrants and such warrant agreement and the issuance and sale of the Warrants will comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company; and (F) such Warrants or certificates representing such Warrants will have been duly executed, countersigned, registered, and delivered by the parties thereto (other than the Company) in accordance with the provisions of such warrant agreement;

 

(xiii) in the case of Rights: (A) the Board will have taken all necessary corporate action to authorize the creation of and the terms of such Rights and the issuance of the Securities to be issued pursuant thereto and to approve the rights or subscription agreement relating thereto; (B) such rights or subscription agreement will have been duly executed and delivered by the rights or subscription agent thereunder appointed by the Company, if any; (C) each person signing such rights or subscription agreement will have the legal capacity and authority to do so; (D) neither such Rights nor such rights or subscription agreement will include any provision that is unenforceable, that violates any applicable law, or results in a default under or breach of any agreement or instrument binding upon the Company; (E) the terms of such Rights and such rights or subscription agreement and the issuance and sale of the Rights will comply with any requirements or restrictions imposed by any court or governmental body having jurisdiction over the Company; and (F) such Rights or certificates representing such Rights will have been duly executed, countersigned, registered, and delivered by the parties thereto (other than the Company) in accordance with the provisions of such rights or subscription agreement;

 

(xiv) certificates representing shares of Company Stock will have been duly executed, countersigned, registered, and delivered, or if uncertificated, valid book-entry notations will have been made in the share register of the Company, by the parties thereto (other than the Company), in each case, in accordance with the provisions of the Certificate of Incorporation and Bylaws;

 

(xv) there will be sufficient shares of Common Stock or Preferred Stock authorized under the Certificate of Incorporation and not otherwise issued or reserved for issuance;

 

(xvi) the purchase price for Company Stock payable to the Company or, if such shares are issuable on the conversion, exchange, redemption, or exercise of another Security, the consideration payable to the Company for such conversion, exchange, redemption, or exercise, will not be less than the par value of such shares, or the lesser of such purchase price or such consideration, as the case may be, or the amount of such purchase price or such consideration, as the case may be, timely determined by the Board to constitute the stated capital applicable to such shares, in the case of shares of Preferred Stock;

 

 

Prairie Operating Co. March 24, 2025 Page 4

 

(xvii) at the time of execution, countersignature, issuance, and delivery of the Unit agreements, such Unit agreements will have been duly authorized and validly executed and delivered by the parties thereto (other than the Company) and each person signing such Unit agreements will have the legal capacity and authority to do so;

 

(xviii) any Securities issuable upon conversion, exchange, or exercise of any Securities being offered will have been duly authorized, created and, if appropriate, reserved for issuance upon such conversion, exchange, or exercise;

 

(xix) at or prior to the issuance of any Securities, the Board will not have rescinded or modified the authorization of such Securities; and

 

(xx) neither the establishment of any terms of any of the Securities after the date hereof nor the issuance and delivery of, or the performance of the Company’s obligations under, such Securities will require any authorization, consent, approval, or license of or exemption from, or registration or filing with, or report or notice to, any governmental unit, agency, commission, department, or other authority (a “Governmental Approval”), or violate or conflict with, result in a breach of, or constitute a default under, (A) any agreement or instrument to which the Company or any of its affiliates is a party or by which the Company or any of its affiliates or any of their respective properties may be bound, (B) any Governmental Approval that may be applicable to the Company or any of its affiliates or any of their respective properties, (C) any order, decision, judgment, or decree that may be applicable to the Company or any of its affiliates or any of their respective properties, or (D) any applicable law (other than the laws described in the penultimate paragraph of this letter, in each case as in effect on the date hereof).

 

Based on the foregoing, and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that:

 

1. With respect to the Common Stock, when (a) the Company has taken all necessary action to approve the issuance of the Common Stock, the terms of the offering, and related matters, and (b) the Common Stock has been issued and delivered in accordance with the terms of the applicable definitive purchase, underwriting, or similar agreement approved by the Board upon payment of the consideration therefor provided for therein, then the Common Stock will be validly issued, fully paid, and nonassessable.

 

2. With respect to the Preferred Stock, when (a) the Company has taken all necessary action to approve the issuance of the Preferred Stock, the terms of the offering and related matters, including the adoption of a certificate of designations relating to any Preferred Stock and the filing of the certificate of designations with the Secretary of State of the State of Delaware, and (b) the Preferred Stock has been issued and delivered in accordance with the terms of the applicable definitive purchase, underwriting or similar agreement approved by the Board upon payment of the consideration therefor provided for therein, then the Preferred Stock will be validly issued, fully paid, and nonassessable.

 

3. With respect to the Warrants, when (a) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Warrants, the terms of the offering thereof, and related matters, (b) a warrant agreement and any other agreements relating to the Warrants have been duly authorized and validly executed and delivered by the Company and the warrant agent appointed by the Company, if any, and (c) the Warrants or certificates representing the Warrants have been duly executed and delivered in accordance with the applicable warrant agreement, any other agreements relating to the Warrants, and the applicable definitive purchase, underwriting, or similar agreement approved by the Board upon payment of the consideration therefor provided for therein, then the Warrants will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

 

Prairie Operating Co. March 24, 2025 Page 5

 

4. With respect to the Rights, when (a) the Board has taken all necessary corporate action to approve the creation of and the issuance and terms of the Rights, the terms of the offering thereof, and related matters, (b) a rights or subscription agreement and any other agreements relating to the Rights have been duly authorized and validly executed and delivered by the Company and the rights or subscription agent appointed by the Company, if any, and (c) the Rights or certificates representing the Rights have been duly executed and delivered (or non-certificated Rights shall have been properly issued) in accordance with the applicable rights or subscription agreement, any other agreements relating to the Rights, and the applicable definitive purchase, underwriting, or similar agreement approved by the Board upon payment of the consideration therefor provided for therein, then the Rights will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

 

5. With respect to the Units, when (a) the Board has taken all necessary corporate action to approve and establish the terms of the Units and to authorize and approve the issuance thereof, the terms of the offering thereof, and related matters, (b) a unit agreement for the Units has been duly authorized and validly executed and delivered by the parties thereto, and (c) the Units or certificates representing the Units have been duly executed and delivered (or non-certificated Units shall have been properly issued) in accordance with the unit agreement and the applicable definitive purchase, underwriting, or similar agreement approved by the Board upon payment of the consideration therefor provided for therein, then the Units will be duly authorized and validly issued and will constitute valid and legally binding obligations of the Company enforceable against it in accordance with their terms.

 

Our opinions in paragraphs 1, 2, 3, 4, and 5 above are subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfer or conveyance), receivership, conservatorship, arrangement, reorganization, moratorium, and other similar laws relating to or affecting creditors’ rights generally and to general principles of equity or public policy (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, (a) the possible unavailability of specific performance, injunctive relief, or any other equitable remedy, and (b) concepts of materiality, reasonableness, good faith, and fair dealing, and we express no opinion herein with respect to provisions relating to severability or separability. The opinions expressed above are also subject to possible judicial action giving effect to governmental actions or foreign laws relating to or affecting creditors’ rights.

 

We express no opinions concerning: (a) any provision that relates to severability or separability or purports to require that all amendments, supplements, or waivers be in writing; or (b) the enforceability of indemnification provisions to the extent they purport to relate to liabilities resulting from or based upon negligence or any violation of federal or state securities or blue sky laws.

 

 

Prairie Operating Co. March 24, 2025 Page 6

 

The foregoing opinions are limited to the applicable provisions of the DGCL (including the statutory provisions and reported judicial decisions interpreting the foregoing) and applicable federal laws of the United States of America, and we are expressing no opinion as to the applicability or effect of the laws of any other jurisdiction, domestic or foreign. We express no opinion as to any matter other than as set forth in this letter, and no other opinion may be inferred or implied. Our opinion is given as of the date of this letter, and we undertake no, and disclaim any, obligation to advise you of any change in any matter set forth in this letter.

 

We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as Exhibit 5.1 to the Additional Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

Respectfully submitted,
/s/ Norton Rose Fulbright US LLP
Norton Rose Fulbright US LLP

 

 

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT PETROLEUM RESERVE EXPERTS

 

As independent petroleum engineers, we hereby consent to the reference to our firm, in the context in which they appear, and to the references to, and to the inclusion of, our reserve report, dated March 17, 2025, with respect to the estimates of pro forma reserves of Prairie Operating Co. (the “Company”) as of December 31, 2024, included in or made part of the Current Report on Form 8-K of the Company dated March 24, 2025, filed with the Securities and Exchange Commission, and our summary report dated March 6, 2025 included in the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2024, and to the incorporation by reference of such reports in this Registration Statement on Form S-3 (No. 333-______), including any amendments thereto (the “Registration Statement”), and the related Prospectus of the Company, filed with the U.S. Securities and Exchange Commission. We also hereby consent to the references to our firm contained in the Registration Statement, including under the caption “Experts” in the Prospectus.

 

	CAWLEY, GILLESPIE & ASSOCIATES, INC.
	Texas Registered Engineering Firm F-693

 

	By:	/s/ W. Todd Brooker
		W. Todd Brooker, P.E.
		President

 

Austin, Texas

March 24, 2025

 

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-3 and related Prospectuses of Prairie Operating Co. (the “Company”) of our report dated March 6, 2025, relating to the consolidated financial statements of the Company, as of December 31, 2024, appearing in the Company’s Annual Report on Form 10-K filed on March 6, 2025.

 

We also consent to the reference to our firm under the heading “Experts” in such Prospectuses.

 

/s/ Ham, Langston & Brezina L.L.P.

 

Houston, Texas

March 24, 2025

 

 

 

Exhibit 23.3

 

Consent of Independent Auditors

 

We consent to the incorporation by reference in this Registration Statement on Form S-3 of Prairie Operating Co., filed pursuant to Rule 462(b) of the Securities Act of 1933, of our report dated March 14, 2024, relating to the consolidated financial statements of Nickel Road Operating LLC and Subsidiaries as of December 31, 2023 and 2022 and for the years then ended, appearing in the Current Report on Form 8-K dated March 19, 2024, filed with the Securities and Exchange Commission. We also consent to the reference to our firm under the heading “Experts” in Registration Statement on Form S-3 of Prairie Operating Co., (No.333-282730) and related prospectus.

 

/s/ Moss Adams LLP

 

Denver, Colorado

March 24, 2025

 

 

 

Exhibit 23.4

 

 

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

 

We consent to the incorporation by reference in Prairie Operating Co.’s (“Prairie”) Registration Statement on Form S-3 of our independent auditor’s report dated March 7, 2025 related to the combined statement of revenues and direct operating expenses (the “combined financial statement”) of certain oil and natural gas properties of Bayswater Resources, LLC, Bayswater Fund III-A, LLC, Bayswater Fund III-B, LLC, Bayswater Fund IV-A, LP, Bayswater Fund IV-B, LP, and Bayswater Fund IV-Annex, LP for the years ended December 31, 2024 and 2023 and the related notes to the combined financial statement appearing in the Current Report on Form 8-K of Prairie dated March 24, 2025, filed with the Securities and Exchange Commission.

 

Denver, Colorado	/s/ Plante & Moran, PLLC
March 24, 2025

 

 

 

Exhibit 107

 

CALCULATION OF FILING FEE TABLE

 

Form S-3

(Form Type)

 

Prairie Operating Co.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1 – Newly Registered Securities

 

		Security Type		Title of Each Class of Securities to be Registered		Fee Calculation or Carry Forward Rule		Amount to be Registered				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee				Carry Forward Form Type				Carry Forward File Number				Carry Forward Initial Effective Date				Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Fees to Be Paid		Equity		Common Stock		457(o)			—				(1	)			(1	)			—				—
Fees to Be Paid		Equity		Preferred Stock		457(o)			—				(1	)			(1	)			—				—
Fees to Be Paid		Equity		Warrants		457(o)			—				(1	)			(1	)			—				—
Fees to Be Paid		Other		Units		457(o)			—				(1	)			(1	)			—				—
Fees to Be Paid		Other		Rights		457(o)			—				(1	)			(1	)			—				—
Fees to Be Paid		Unallocated (Universal) Shelf		Unallocated (Universal) Shelf		457(o)			(1	)			(1	)		$	50,000,000				0.00015310			$	7,655
Fees Previously Paid		—		—		—			—				—				—								—
Carry Forward Securities
Carry Forward Securities		—		—		—			—								—												—				—				—				—
				Total Offering Amounts												$	50,000,000							$	7,655
				Total Fees Previously Paid																					—
				Total Fee Offsets																					—
				Net Fee Due																				$	7,655

 

(1)

The Registrant previously registered the offer and sale of its securities, including its common stock, par value $0.01 per share, preferred stock, warrants, units and rights, having a proposed maximum aggregate offering price of $250,000,000 pursuant to a Registration Statement on Form S-3 (File No. 333-282730) initially filed on October 18, 2024, as amended by that certain Amendment No. 1 filed on November 22, 2024, and as further amended by that certain Amendment No. 2 filed on December 10, 2024, which was declared effective by the Securities and Exchange Commission on December 20, 2024 (the “Prior Registration Statement”). As of the date hereof, a balance of $250,000,000 of such securities remains unsold under the Prior Registration Statement. In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and General Instruction IV(A) of Form S-3, the Registrant is hereby registering the offer and sale of an additional $50,000,000 aggregate maximum amount of its securities representing no more than 20% of the maximum aggregate offering price of securities remaining available for issuance under the Prior Registration Statement. Pursuant to Rule 416 under the Securities Act, this Registration Statement shall also cover any additional securities of the Registrant that become issuable by reason of any splits, dividends or similar transactions or anti-dilution adjustments.

 

 

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