Prairie Operating Co. (PROP) Nasdaq Listing Confirmed

Ticker: PROP · Form: 8-K · Filed: Feb 7, 2025 · CIK: 1162896

Sentiment: neutral

Topics: listing, stock-exchange

Related Tickers: PROP

TL;DR

PROP is officially on Nasdaq, good for trading.

AI Summary

Prairie Operating Co. reported on February 6, 2025, that its common stock, trading under the symbol PROP, is listed on The Nasdaq Stock Market LLC. The company is incorporated in Delaware and its principal executive offices are located in Houston, Texas.

Why It Matters

This filing confirms the listing of Prairie Operating Co.'s common stock on a major exchange, which is crucial for liquidity and investor access.

Risk Assessment

Risk Level: low — The filing is a routine confirmation of an existing stock listing and does not contain significant new financial or operational information.

Key Players & Entities

FAQ

What is the trading symbol for Prairie Operating Co.'s common stock?

The trading symbol for Prairie Operating Co.'s common stock is PROP.

On which exchange is Prairie Operating Co.'s common stock registered?

Prairie Operating Co.'s common stock is registered on The Nasdaq Stock Market LLC.

What is the par value of Prairie Operating Co.'s common stock?

The par value of Prairie Operating Co.'s common stock is $0.01 per share.

In which state is Prairie Operating Co. incorporated?

Prairie Operating Co. is incorporated in Delaware.

What is the principal executive office address for Prairie Operating Co.?

The principal executive office address for Prairie Operating Co. is 55 Waugh Drive, Suite 400, Houston, TX 77007.

Filing Stats: 2,443 words · 10 min read · ~8 pages · Grade level 12.3 · Accepted 2025-02-07 06:16:00

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Bayswater Acquisition On February 6, 2025, Prairie Operating Co. and certain of its subsidiaries (collectively, the "Company" or "Prairie") entered into a Purchase and Sale Agreement (the "Bayswater PSA") with 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 Exploration & Production, LLC (collectively, "Bayswater"), pursuant to which the Company agreed to acquire certain oil and gas assets from Bayswater (the "Acquired Properties") for a purchase price of $602.75 million, payable in cash and, subject to certain conditions described in the Bayswater PSA, shares in an amount not to exceed 5,249,639 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), calculated in accordance with the Bayswater PSA (the "Equity Consideration"). The Bayswater PSA provides that the Company and Bayswater will enter into a registration rights agreement at closing, in substantially the form attached to the Bayswater PSA, pursuant to which, among other things, the Company will agree to register the resale of the Equity Consideration under the Securities Act of 1933, as amended (the "Securities Act"). The Company expects the Bayswater Acquisition to close in February 2025, subject to the funding of the New Credit Agreement (as defined below) and other customary closing conditions, with an economic effective date of December 1, 2024. The Bayswater PSA contains customary representations, warranties and covenants of the Company and Bayswater for a transaction of this nature. The foregoing description of the Bayswater PSA is not complete and is qualified in its entirety by reference to the full text of the Bayswater PSA, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Commitment Letter for New Credit Agreement As previ

02 Unregistered Sales of

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Bayswater Acquisition is incorporated by reference into this Item 3.02. The securities that may be sold in the Bayswater Acquisition will be issued without registration under the Securities Act in reliance upon the exemption provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder as securities offered and sold only to accredited investors (as defined in Rule 501(a) of Regulation D under the Securities Act) in a transaction not involving any public offering. Forward-Looking The information presented in this Form 8-K include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included herein, are forward-looking statements, including statements about the Company's ability to complete and successfully finance the Bayswater Acquisition on a timely basis, if at all, the Company's financial performance following the Bayswater Acquisition, estimates of oil, natural gas and NGLs reserves, and estimates of future oil, natural gas and NGLs production. When used herein, including any oral statements made in connection herewith, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company disc

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 7, 2025, the Company issued a press release announcing the Bayswater Acquisition and certain related information. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to General Instruction B.2 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act unless specifically identified therein as being incorporated therein by reference.

01 Other Events

Item 8.01 Other Events. The Company is also filing: the audited combined statement of revenue and direct operating expenses of the Acquired Properties as of and for the years ended December 31, 2023 and 2022, as set forth in Exhibit 99.2, which is incorporated herein by reference; the unaudited combined statement of revenue and direct operating expenses of the Acquired Properties as of and for the nine months ended September 30, 2024 and 2023, as set forth in Exhibit 99.3, which is incorporated herein by reference; its

management's discussion and analysis of results of operations

management's discussion and analysis of results of operations of the Acquired Properties, as set forth in Exhibit 99.4, which is incorporated herein by reference; the unaudited financial statements of Nickel Road Operating LLC ("NRO") as of and for the nine months ended September 30, 2024, as set forth as Exhibit 99.5, which are incorporated herein by reference; its

management's discussion and analysis of financial condition and results of operations

management's discussion and analysis of financial condition and results of operations of NRO, as set forth in Exhibit 99.6, which is incorporated herein by reference; the unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended September 30, 2024 and as of and for the year ended December 31, 2023, as set forth in Exhibit 99.7, which is incorporated herein by reference; and the report of Cawley, Gillespie & Associates, Inc., independent petroleum engineers, relating to the pro forma estimated reserves of the Company as of November 30, 2024, as set forth as Exhibit 99.8, which is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (a)

Financial Statements of Business Acquired

Financial Statements of Business Acquired . The audited combined statement of revenue and direct operating expenses of the Acquired Properties as of and for the years ended December 31, 2023 and 2022 is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The unaudited combined statement of revenue and direct operating expenses of the Acquired Properties as of and for the nine months ended September 30, 2024 and 2023 is attached hereto as Exhibit 99.3 and is 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 nine months ended September 30, 2024 and as of and for the year ended December 31, 2023 is attached hereto as Exhibit 99.7 and is incorporated herein by reference. (d) Exhibits Exhibit Number Description 10.1 Purchase and Sale Agreement, dated as of February 6, 2025, by and between 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 Exploration & Production, LLC. 15.1 Letter of Plante & Moran, PLLC regarding Unaudited Financial Information. 23.1 Consent of Plante & Moran, PLLC, dated February 6, 2025. 23.2 Consent of Cawley, Gillespie & Associates, Inc., dated February 3, 2025. 99.1 Press Release, dated February 7, 2025. 99.2 Audited Combined Statement of Revenue and Direct Operating Expenses of the Acquired Properties as of and for the Years Ended December 31, 2023 and 2022. 99.3 Unaudited Combined Statement of Revenue and Direct Operating Expenses of the Acquired Properties as of and for the Nine Months Ended September 30, 2024 and 2023. 99.4

Management's Discussion and Analysis of Results of Operations of the Acquired Properties

Management's Discussion and Analysis of Results of Operations of the Acquired Properties. 99.5 Unaudited Financial Statements of NRO as of and for the Nine Months Ended September 30, 2024, as set forth as Exhibit 99.4 (incorporated herein by reference from Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on November 27, 2024). 99.6

Management's Discussion and Analysis of Financial Condition and Results of Operations of NRO

Management's Discussion and Analysis of Financial Condition and Results of Operations of NRO. 99.7 Unaudited Pro Forma Condensed Combined Financial Information of the Company as of and for the Nine Months Ended September 30, 2024 and as of and for the Year Ended December 31, 2023. 99.8 Report of Cawley, Gillespie & Associates, Inc. Relating to the Estimated Pro Forma Reserves of the Company as of November 30, 2024. 104 Cover Page Interactive Date File-formatted as Inline XBRL.

SIGNATURES

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/ Craig Owen Name: Craig Owen Title: Chief Financial Officer Date: February 7, 2025

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