UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

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 19, 2024

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.)

602 Sawyer Street, Suite 710

Houston, TX

77007

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (713) 424-4247

N/A

(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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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. ☐

Explanatory Note

On January 12, 2024, Prairie Operating Co. (the “Company”) filed a Current Report on Form 8-K to announce the Company’s entry into an asset purchase agreement to acquire the assets of Nickel Road Operating LLC (“NRO”), which the Company subsequently amended by filing Amendment No. 1 to the Current Report on Form 8-K/A on February 9, 2024 (as so amended, the “Original 8-K”). This Amendment No. 2 to the Original 8-K (this “Amendment No. 2”), is being filed with the Securities and Exchange Commission solely to amend and supplement Item 9.01 of the Original 8-K, as described in Item 9.01 below. This Amendment No. 2 makes no other amendments to the Original 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The report prepared by Cawley, Gillespie & Associates, Inc., independent petroleum engineers, relating to the reserves of NRO as of December 31, 2023, is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

The audited financial statements of NRO as of and for the years ended December 31, 2023 and December 31, 2022 are filed as Exhibit 99.2 hereto and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial information of the Company as of and for the year ended December 31, 2023 is filed as Exhibit 99.3 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit Number		Description
23.1		Consent of Moss Adams LLP.
23.2		Consent of Cawley Gillespie & Associates Inc.
99.1		Report of Cawley, Gillespie & Associates, Inc., dated January 4, 2024, as to the reserves of Nickel Road Operating LLC as of December 31, 2023.
99.2		Audited financial statements of Nickel Road Operating LLC, as of and for the years ended December 31, 2023 and December 31, 2022.
99.3		Unaudited Pro Forma Condensed Combined Financial Information as of and for the year ended December 31, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
Date: March 19, 2024
	By:	/s/ Daniel T. Sweeney
		Daniel T. Sweeney
		General Counsel & Corporate Secretary

Prairie Operating Co. filed SEC Form 8-K: Financial Statements and Exhibits (Amendment)