Bristol Investment Fund Ltd. Amends Prairie Operating Co. Filing

TL;DR

Bristol Investment Fund Ltd. updated its stake in Prairie Operating Co. on 4/10/24.

AI Summary

Bristol Investment Fund Ltd. has amended its Schedule 13D filing regarding Prairie Operating Co. The filing, dated April 10, 2024, indicates a change in beneficial ownership. Bristol Investment Fund Ltd. is based in Grand Cayman.

Why It Matters

This amendment signals a potential shift in control or strategy for Prairie Operating Co., which is involved in crude petroleum and natural gas extraction.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in company strategy or potential takeovers, impacting stock price.

Key Players & Entities

• Bristol Investment Fund Ltd. (company) — Filing entity
• Prairie Operating Co. (company) — Subject company
• Paul Kessler (person) — Group member
• Bristol Capital, LLC (company) — Group member
• Bristol Capital Advisors Profit Sharing Plan (company) — Group member

FAQ

Key Financial Figures

• $6.00 — of common stock at an exercise price of $6.00 per share for an aggregate purchase pri
• $900,000 — hare for an aggregate purchase price of $900,000 and the entry by the Reporting Person i
• $1,000,000 — sion of principal and interest due on a $1,000,000 debenture issued in May 2023, pursuant
• $5.00 — stock to an unaffiliated third party at $5.00 per share on December 29, 2023; (ix) up

Filing Documents

• formsc13da.htm (SC 13D/A) — 80KB
• 0001493152-24-014226.txt ( ) — 82KB

is hereby amended and restated as follows

Item 3 is hereby amended and restated as follows:

Source and Amount of Funds or Other Consideration

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; (xi) in September 2023, pursuant to a purchase agreement by and between Bristol and another investor; (xii) upon conversion of principal and interest due on a $1,000,000 debenture issued in May 2023, pursuant to a Notice of Conversion dated October 11, 2023; (

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer (a) As of the date of the filing of this Amendment No. 18 to Schedule 13D, (i) Bristol owns 1,135,826, Shares, which represents approximately 11.3% of the Shares outstanding, based on 10,029,191 shares outstanding as of March 13, 2024, (ii) Bristol Capital, LLC owns 384,160 Shares, which represents approximately 3.83% of the 10,029,191 shares outstanding as of March 13, 2024, (iii) Paul Kessler owns 3,250 shares, which represents less than 1% of the 10,029,191 shares outstanding as of March 13, 2024, and (iv) Bristol Capital Advisors Profit Sharing Plan owns 1,377 shares, which represents less than 1% of the 10,029,191 shares outstanding as of March 13, 2024. (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 3 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. 6 CUSIP No. 739650109 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: April 10, 2024 BRISTOL INVESTMENT FUND, LTD. Paul Kessler, Director By: /s/ Paul Kessler BRISTOL CAPITAL, LLC Paul Kessler, Manager By: /s/ Paul Kessler PAUL KESSLER, an individual By: /s/ Paul Kessler BRISTOL CAPITAL ADVISORS PROFIT SHARING PLAN P

View Full Filing

View this SC 13D/A filing on SEC EDGAR