Prairie Operating (PROP) 8-K/A16 Jun 23Financial Statements and ExhibitsFinancial data

Company Profile

Cover

Cover	3 Months Ended
Cover	Mar. 31, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	The sole purpose of this Amendment No. 2 is to incorporate iXBRL tagging performed against Exhibit 99.2 filed herewith. No other changes have been made, and it does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures previously made.
Document Period End Date	Mar. 31, 2023
Entity File Number	000-33383
Entity Registrant Name	Prairie Operating Co.
Entity Central Index Key	0001162896
Entity Tax Identification Number	98-0357690
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	8636 N. Classen Boulevard
Entity Address, City or Town	Oklahoma City
Entity Address, State or Province	OK
Entity Address, Postal Zip Code	73114
City Area Code	435
Local Phone Number	900-1949
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

Balance Sheet

Balance Sheet - Prairie Operating Co LLC [Member]	Mar. 31, 2023 USD ($)
Current Assets
Cash	$ 79,762
Total Current Assets	79,762
Other Assets
Deferred transaction costs	1,973,058
Total Assets	2,052,820
Current Liabilities
Total Current Liabilities	2,498,732
Total Long-Term Liabilities
Total Liabilities	2,498,732
Commitments and contingencies (Note 3)
Members’ Deficit	(445,912)
Total Members’ Deficit	(445,912)
Total Liabilities and Members’ Deficit	2,052,820
Nonrelated Party [Member]
Current Liabilities
Accrued expenses – related party	2,496,648
Related Party [Member]
Current Liabilities
Accrued expenses – related party	$ 2,084

Statement of Operations

Statement of Operations - Prairie Operating Co LLC [Member]	3 Months Ended
Statement of Operations - Prairie Operating Co LLC [Member]	Mar. 31, 2023 USD ($)
Revenues
Expenses
Operating expenses
General and administrative expenses	64,392
Total Expenses	64,392
Net Loss	$ (64,392)

Statement of Members' Deficit

Statement of Members' Deficit - Prairie Operating Co LLC [Member]	3 Months Ended
	Mar. 31, 2023 USD ($)
Balance - December 31, 2022	$ (381,520)
Capital contributions
Net loss	(64,392)
Balance - March 31, 2023	$ (445,912)

Statement of Cash Flows

Statement of Cash Flows - Prairie Operating Co LLC [Member]	3 Months Ended
Statement of Cash Flows - Prairie Operating Co LLC [Member]	Mar. 31, 2023 USD ($)
Cash Flows from Operating Activities
Net loss	$ (64,392)
Changes in operating assets and liabilities:
Increase in accounts payable and accrued expenses	64,309
Cash used in operating activities	(83)
Net decrease in cash	(83)
Cash - beginning of period	79,845
Cash - end of period	79,762
Supplemental disclosure of cash flow information:
Cash paid for interest
Cash paid for income taxes
Supplemental disclosure of non-cash activity:
Accrued deferred transaction costs associated with the Merger and Exok Transaction	178,893
Accrued deferred transaction costs associated with the PIPE Transaction	$ 33,501

Organization and Nature of Busi

Organization and Nature of Business	3 Months Ended
Organization and Nature of Business	Mar. 31, 2023
Prairie Operating Co LLC [Member]
Organization and Nature of Business	Note 1 – Organization and Nature of Business Organization and General Prairie Operating Co., LLC (the “Company”) is a limited liability company formed under the laws of the State of Delaware on June 7, 2022. The Company was formed for the purpose of acquiring and operating oil and gas properties in the United States. As of March 31, 2023, the Company had not commenced any operations. All activity for the period from June 7, 2022 (inception) to March 31, 2023, relates to the Company’s formation, the Merger (as defined below) and the Exok Acquisition (see Notes 1 and 5). As of March 31, 2023, the Company did not generate any operating revenues. Merger Agreement On October 24, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Prairie Operating Co., a Delaware corporation (“PrairieCo”), and Creek Road Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), pursuant to which Merger Sub merged with and into the Company (the “Merger”), with the Company surviving and continuing to exist as a Delaware limited liability company and a wholly-owned subsidiary of PrairieCo. The Merger closed on May 3, 2023 (the “Closing Date”). See Note 5 for further discussion. Acquisition of Oil and Gas Properties Concurrently with entering into the Merger Agreement, the Company entered into a purchase and sale agreement (the “PSA”) with Exok, Inc. (“Exok”) to acquire certain oil and gas leasehold interests (the “Exok Assets”) covering 23,485 37,030 28,182,000 24,000,000 4,182,000

Going Concern

Going Concern	3 Months Ended
Going Concern	Mar. 31, 2023
Prairie Operating Co LLC [Member]
Going Concern	Note 2 – Going Concern Since its inception, the Company has incurred significant losses. The Company had a net loss of $ 64,392 79,762 2,418,970 445,912 17.3 The assessment of the liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company can meet its obligations and has adequate liquidity to operate. Significant assumptions used in Company’s forecasted model of liquidity in the next 12 months include PrairieCo’s current cash position, inclusive of the impacts from the Merger and related transactions discussed above, its ability to obtain funding from PrairieCo, and its ability to manage spending. Based on an assessment of these factors, management believes that the Company will have adequate liquidity for its operations for at least the next 12 months. The financial statements have been prepared assuming that the Company will continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the matters discussed herein.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2023
Prairie Operating Co LLC [Member]
Commitments and Contingencies	Note 3 – Commitments and Contingencies The Company reimbursed members and others for reasonable, documented and customary out-of-pocket expenses incurred in connection with services provided related to the Company’s formation, the Merger and the Exok Acquisition (see Notes 1 and 5) upon closing. As of March 31, 2023, such expenses were approximately $ 10,000

Sale of Options

Sale of Options	3 Months Ended
Sale of Options	Mar. 31, 2023
Prairie Operating Co LLC [Member]
Sale of Options	Note 4 – Sale of Options On August 31, 2022, the Company entered into agreements with its members whereby each member was provided non-compensatory options to purchase a 40 1,000,000 80,000 August 31, 2027 25 2,500 5,000 7,500 10,000

Subsequent Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Prairie Operating Co LLC [Member]
Subsequent Events	Note 5 – Subsequent Events Non-Compensatory Options On May 3, 2023, prior to the closing of the Merger, the Company entered into a non-compensatory option purchase agreement with its members, Bristol Capital LLC (“Bristol”) and a third party investor pursuant to which Bristol and such third party investor purchased non-compensatory options for $ 24,000 8,000 30 30 10 Amended and Restated Merger Agreement On May 3, 2023, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “AR Merger Agreement”) with PrairieCo and Merger Sub to, among other things: (i) r emove the reverse stock split of the shares of Common Stock, at a ratio between 1-23 and 1-30 (ii) amend the date by which the AR Merger Agreement may be terminated by either or the Company if the Merger has not been consummated to on or before September 30, 2023; (iii) reflect the terms of the AR PSA (as defined below) and the PIPE Transaction; and (iv) provide for the assumption of the Company’s long-term incentive plan by PrairieCo prior to the effective time of the Merger. Amended Purchase and Sale Agreement On May 3, 2023, the Company entered into an Amended and Restated Purchase and Sale Agreement (the “AR PSA”) with PrairieCo and Exok to, among other things: (i) reflect that the Exok Assets to be purchased by the Company for a total amount of $ 3,000,000 3,157 4,494 (ii) amend the effective date of the conveyance of the Exok Assets to be the Closing Date; (iii) remove the issuance of $ 4,182,000 836,4000 836,400 836,400 6.00 (iv) include an option of PrairieCo to purchase, from the Closing Date until the later of (x) the date that is ninety (90) days following the Closing Date and (y) August 15, 2023, approximately 20,327 32,695 22,182,000 18,000,000 4,182,000 1 4,182,000 2 The Merger and Exok Acquisition both closed on May 3, 2023. At the effective time of the Merger, membership interests in the Company were converted into the right to receive each member’s pro rate share of 65,647,676 8,000,000 0.25

Organization and Nature of Bu_2

Organization and Nature of Business (Details Narrative) - Subsequent Event [Member] - Prairie Operating Co LLC [Member]	May 03, 2023 USD ($) a
Subsequent Event [Line Items]
Area of land \| a	23,485
Exok [Member]
Subsequent Event [Line Items]
Area of land \| a	37,030
Payments to acquire land held for use	$ 28,182,000
Cash	24,000,000
Issuance of common stock and warrants	$ 4,182,000

Going Concern (Details Narrativ

Going Concern (Details Narrative) - Prairie Operating Co LLC [Member] - USD ($)		3 Months Ended
	May 03, 2023	Mar. 31, 2023
Net loss		$ 64,392
Cash		79,762
Working capital deficit		2,418,970
Accumulated deficit		$ 445,912
Proceeds from the issuance of preferred stock	$ 17,300,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	3 Months Ended
Commitments and Contingencies (Details Narrative)	Mar. 31, 2023 USD ($)
Prairie Operating Co LLC [Member]
Expenses	$ 10,000

Sale of Options (Details Narrat

Sale of Options (Details Narrative) - Prairie Operating Co LLC [Member]	Aug. 31, 2022 USD ($) BOED
Membership interest	40%
Purchase of non compensatory options \| $	$ 1,000,000
Sale of non compensatory options \| $	$ 80,000
Non compensatory options expire date	Aug. 31, 2027
Restricted options exercisable increments percentage	25%
Barrels of oil equivalent per day one	2,500
Barrels of oil equivalent per day two	5,000
Barrels of oil equivalent per day three	7,500
Barrels of oil equivalent per day four	10,000

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - Prairie Operating Co LLC [Member]	Aug. 15, 2023 USD ($) a shares	May 03, 2023 USD ($) a $ / shares shares	Aug. 31, 2022 USD ($)
Subsequent Event [Line Items]
Purchase of non compensatory options			$ 1,000,000
Membership interest			40%
Amended Purchase And Sale Agreement [Member] \| Forecast [Member]
Subsequent Event [Line Items]
Area of land \| a	20,327
Total equity consideration	$ 4,182,000
Shares issued \| shares	1
Class of warrant or right, outstanding \| shares	2
Purchase price	$ 22,182,000
Cash	$ 18,000,000
Amended Purchase And Sale Agreement [Member] \| Exok [Member] \| Forecast [Member]
Subsequent Event [Line Items]
Area of land \| a	32,695
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split		ratio between 1-23 and 1-30
Area of land \| a		23,485
Subsequent Event [Member] \| Exok [Member]
Subsequent Event [Line Items]
Payments to acquire land held for use		$ 28,182,000
Area of land \| a		37,030
Cash		$ 24,000,000
Subsequent Event [Member] \| Amended Purchase And Sale Agreement [Member]
Subsequent Event [Line Items]
Payments to acquire land held for use		$ 3,000,000
Area of land \| a		3,157
Total equity consideration		$ 4,182,000
Shares issued \| shares		836.4000
Class of warrant or right, outstanding \| shares		836,400
Exercise price \| $ / shares		$ 6
Membership interests converted shares \| shares		65,647,676
Non compensatory options acquire, shares \| shares		8,000,000
Share price \| $ / shares		$ 0.25
Subsequent Event [Member] \| Amended Purchase And Sale Agreement [Member] \| Exok [Member]
Subsequent Event [Line Items]
Area of land \| a		4,494
Bristol Capital LLC [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Purchase of non compensatory options		$ 24,000
Membership interest		30%
Third Party Investor [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Purchase of non compensatory options		$ 8,000
Membership interest		10%