Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
28 September 2023 - 7:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 14)*
Prairie
Operating Co.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
97751C100
(CUSIP
Number)
Amy
Wang, Esq.
Bristol
Capital Advisors, LLC
555
Marin Street, Suite 140
Thousand
Oaks, CA 91360
(310)
331-8480
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
September
26, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 97751C100
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
|
Bristol
Investment Fund, Ltd. 98-0335509 |
|
|
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
☐ |
|
|
(b)
☐ |
|
|
|
|
3. |
SEC
Use Only |
|
|
|
|
4. |
Source
of Funds (See Instructions) |
|
|
WC |
|
|
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
|
|
|
☐ |
|
|
|
6. |
Citizenship
or Place of Organization |
|
|
Cayman
Islands |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7. |
Sole
Voting Power
20,095,911*
*
common stock only (excludes 5,714,286 shares underlying convertible debenture, 22,773,486 shares underlying Series D preferred stock,
8,356,340 shares underlying Series D “A” warrant and 8,356,340 shares underlying Series D “B” warrant) |
8. |
Shared
Voting Power
|
9. |
Sole
Dispositive Power
20,095,911*
*
common stock only (excludes 5,714,286 shares underlying convertible debenture, 22,773,486 shares underlying Series D preferred stock,
8,356,340 shares underlying Series D “A” warrant and 8,356,340 shares underlying Series D “B” warrant) |
10. |
Shared
Dispositive Power |
|
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
20,095,911* |
|
|
*
common stock only (excludes 5,714,286 shares underlying convertible debenture, 22,773,486 shares underlying Series D preferred stock,
8,356,340 shares underlying Series D “A” warrant and 8,356,340 shares underlying Series D “B” warrant) |
|
|
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
|
☐ |
|
|
|
13. |
Percent
of Class Represented by Amount in Row (11) |
|
|
10.2% |
|
|
|
|
14. |
Type
of Reporting Person (See Instructions) |
|
|
CO |
|
|
|
|
CUSIP
No. 97751C100
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
|
Bristol
Capital, LLC 95-4717240 |
|
|
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
☐ |
|
|
(b)
☐ |
|
|
|
|
3. |
SEC
Use Only |
|
|
|
|
4. |
Source
of Funds (See Instructions) |
|
|
WC |
|
|
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
|
|
|
☐ |
|
|
|
6. |
Citizenship
or Place of Organization |
|
|
Delaware |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7. |
Sole
Voting Power
10,976,011
|
8. |
Shared
Voting Power
|
9. |
Sole
Dispositive Power
10,976,011
|
10. |
Shared
Dispositive Power
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
10,976,011 | |
|
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
|
☐ |
|
|
|
13. |
Percent
of Class Represented by Amount in Row (11) |
|
|
5.59% |
|
|
|
|
14. |
Type
of Reporting Person (See Instructions) |
|
|
CO |
|
|
|
|
CUSIP
No. 97751C100
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
|
Paul
Kessler |
|
|
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
☐ |
|
|
(b)
☐ |
|
|
|
|
3. |
SEC
Use Only |
|
|
|
|
4. |
Source
of Funds (See Instructions) |
|
|
PF |
|
|
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
|
|
|
☐ |
|
|
|
6. |
Citizenship
or Place of Organization |
|
|
United
States |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7. |
Sole
Voting Power
92,857*
*common
stock only (excludes 196,078 shares underlying restricted stock unit granted on 8/25/23 (vests 100% on May 3, 2024)
|
8. |
Shared
Voting Power
|
9. |
Sole
Dispositive Power
92,857*
*common
stock only (excludes 196,078 shares underlying restricted stock unit granted on 8/25/23 (vests 100% on May 3, 2024)
|
10. |
Shared
Dispositive Power
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
92,857 |
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
13. |
Percent
of Class Represented by Amount in Row (11) |
|
*
(1) |
|
|
14. |
Type
of Reporting Person (See Instructions) |
|
IN |
|
|
(1)
Beneficial ownership representing less than 1% is denoted with an asterisk (*).
CUSIP
No. 97751C100
1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
|
|
Bristol
Capital Advisors Profit Sharing Plan |
|
|
|
|
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
|
(a)
☐ |
|
|
(b)
☐ |
|
|
|
|
3. |
SEC
Use Only |
|
|
|
|
4. |
Source
of Funds (See Instructions) |
|
|
WC |
|
|
|
|
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
|
|
|
|
6. |
Citizenship
or Place of Organization |
|
|
Delaware |
|
|
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7. |
Sole
Voting Power
39,350
|
8. |
Shared
Voting Power
|
9. |
Sole
Dispositive Power
39,350
|
10. |
Shared
Dispositive Power
|
11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
|
|
39,350 |
|
|
|
|
12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
|
|
|
☐ |
13. |
Percent
of Class Represented by Amount in Row (11) |
|
|
*
(1) |
|
|
|
|
14. |
Type
of Reporting Person (See Instructions) |
|
|
CO |
|
|
|
|
(1)
Beneficial ownership representing less than 1% is denoted with an asterisk (*).
CUSIP
No. 97751C100
The
following constitutes Amendment No.14 (“Amendment No. 14”) to the Schedule 13D filed by the undersigned. This
Amendment No.14 amends the Schedule 13D as specifically set forth herein. This Amendment No. 14 is only being filed to
correct the number and percentage of shares of Common Stock beneficially owned by a Reporting Person following the event on September
26, 2023 that required the filing of Amendment No. 14. There have been no transactions in the Common Stock by the Reporting
Persons since the filing of Amendment No. 13, and information reported in the Schedule 13D remains in effect except to the extent
that it is amended or superseded by information contained in this Amendment No. 14. Capitalized terms used but not defined in
this Amendment No. 14 shall have the same meanings ascribed to them in the Schedule 13D.
Item
3 is hereby amended and restated as follows:
Item
3. Source and Amount of Funds or Other Consideration
Bristol
Investment Fund, Ltd. (“Bristol”) received the Shares reported herein from the following sources: (i) upon conversion
of all of its shares of Series A convertible preferred stock and exchange of all of its warrants to purchase Shares of the Issuer, pursuant
to the Notice of Conversion and Notice of Warrant Exchange executed by Bristol and the Issuer in July 2013; (ii) from open market purchases
in August and September of 2015; (iii) pursuant to the Securities Purchase Agreement by and between Bristol and the Issuer dated as of
December 1, 2016 (the “December 2016 Financing”); (iv) upon the exercise of the Series B warrant issued pursuant to the December
2016 Financing; (v) pursuant to the Stock Purchase Agreement by and between Bristol and John Macaluso dated as of December 12, 2016 (the
“JM Purchase Agreement”); (vi) pursuant to Stock Purchase Agreements with various investors entered into in April 2017 and
May 2017; (vii) from open market purchases in December 2018, January 2019, June 2019, July 2019, August 2019, September 2019, December
2019, March 2020 and December 2020; (viii) in May 2023, in connection with the exchange of 12% senior secured convertible debenture issued
pursuant to the December 2016 Financing (the “Original Debenture”), plus accrued but unpaid interest thereunder and
a 30% premium, for, among other consideration, Shares; (ix) the purchase of shares in a private transaction on May 3, 2023; (x) in May
2023, upon the conversion of all of the shares of Series A Preferred Stock held by Mr. Kessler, including accrued but unpaid dividends
thereunder, into Shares issued to Bristol; and (xi) in September 2023, pursuant to a purchase agreement by and between Bristol and another
investor. Bristol Capital, LLC acquired 40,821 shares in September 2023 from another investor in exchange for consulting services
rendered to such investor. Paul Kessler purchased the Shares reported herein on the open market (and received Series A preferred stock convertible
into Shares as compensation for consulting services and unpaid Board fees). BCA PSP purchased the Shares on the open market.
Items
5 is hereby amended and restated as follows:
Item
5. Interest in Securities of the Issuer
| (a) | As
of the date of the filing of this Amendment No. 13 to Schedule 13D, (i) Bristol owns 20,095,911
Shares, which represents approximately 10.2% of the Shares outstanding, based on
196,250,677 shares outstanding as of August 21, 2023, (ii) Bristol Capital, LLC
owns 10,976,011 Shares, which represents approximately 5.59% of the 196,250,677
shares outstanding as of August 21, 2023, (iii) Paul Kessler owns 92,857 shares,
which represents less than 1% of the 196,250,677 shares outstanding as of August 21,
2023, and (iv) Bristol Capital Advisors Profit Sharing Plan owns 39,350 shares, which
represents less than 1% of the 196,250,677 shares outstanding as of August 21,
2023. |
| | |
| (b) | Paul
Kessler, as manager of the investment advisor to Bristol Investment Fund, Ltd. (“BIF”),
manager of Bristol Capital, LLC (“BC”), and manager of Bristol Capital Advisors
Profit Sharing Plan (“BCA PSP”), has the power to vote and dispose of the Shares
owned by BIF, BC and BCA PSP, as well as the shares owned my Mr. Kessler himself. Mr. Kessler
disclaims beneficial ownership of the Shares owned by BIF. |
| | |
| (c) | Except
as set forth in Item 4 above, none of the Reporting Persons has effected any transaction
in the Shares of the Issuer during the last 60 days. |
| | |
| (d) | No
person other than the Reporting Person is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| | |
| (e) | Not
applicable. |
CUSIP
No. 97751C100
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
September 26, 2023
BRISTOL
INVESTMENT FUND, LTD.
Paul
Kessler, Director
BRISTOL
CAPITAL, LLC
Paul
Kessler, Manager
PAUL
KESSLER, an individual
BRISTOL
CAPITAL ADVISORS PROFIT SHARING PLAN
Paul
Kessler, Authorized Signatory
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