Organization, Description of Business and Basis of Presentation | Organization, Description of Business and Basis of Presentation Organization On May 3, 2023, we changed our name from Creek Road Miners, Inc. to Prairie Operating Co. (the “Company,” “we,” “us” or “our” The Merger Agreement and Related Transactions On May 3, 2023, Prairie Operating Co., a Delaware corporation formerly named Creek Road Miners, Inc., completed its previously announced merger with Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie LLC”), pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of May 3, 2023 (the “Merger Agreement,” and the closing thereunder, the “Closing”), by and among the Company, Merger Sub and Prairie LLC, pursuant to which, among other things, Merger Sub merged with and into Prairie LLC, with Prairie LLC surviving and continuing to exist as a Delaware limited liability company and a wholly owned subsidiary of the Company (the “Merger”). Upon consummation of the Merger, the Company changed its name from “Creek Road Miners, Inc.” to “Prairie Operating Co.” The Company traded under its former name and ticker symbol “CRKR” until October 16, 2023 and under “CRKRD,” a transitionary ticker symbol, until November 10, 2023. Our common stock (as defined below) began trading on the OTCQB under the symbol “PROP” on November 13, 2023. In December 2023, the Company received approval to list its shares of common stock on the Nasdaq Capital Market stock exchange (“Nasdaq”) and trading of the Company’s shares of common stock commenced on the Nasdaq on December 28, 2023. On October 16, 2023, the Company effected the Reverse Stock Split at an exchange ratio of 1:28.5714286. Unless otherwise noted, all per share and share amounts presented herein have been retroactively adjusted for the effect of the Reverse Stock Split for all periods presented Upon the Merger, membership interests in Prairie LLC were converted into the right to receive each member’s pro rata share of 2,297,668 shares of common stock of the Company. In addition, the Company consummated the previously announced purchase of oil and gas leases, including all of Exok, Inc.’s, an Oklahoma corporation (“Exok”), right, title and interest in, to and under certain undeveloped oil and gas leases located in Weld County, Colorado, together with certain other associated assets, data and records, from Exok for $ 3.0 million pursuant to the Amended and Restated Purchase and Sale Agreement, dated as of May 3, 2023, by and among the Company, Prairie LLC and Exok. To fund the Exok Transaction, the Company received an aggregate of $ 17.4 million in proceeds from a number of investors (the “Series D PIPE Investors”), and the Series D PIPE Investors were issued Series D preferred stock, par value $ 0.01 per share (“Series D Preferred Stock”), with a stated value of $ 1,000 per share and convertible into shares of common stock at a price of $ 5.00 per share, and 100 % warrant coverage for each of Series A warrants to purchase shares of common stock (the “Series D A Warrants”) and Series B warrants to purchase shares of common stock (the “Series D B Warrants” and together with the Series D A Warrants, the “Series D PIPE Warrants”), in a private placement pursuant (the “Series D PIPE”) to securities purchase agreements entered into with each Series D PIPE Investor. The Merger has been accounted for as a reverse asset acquisition under existing GAAP (as defined below). For accounting purposes, Prairie LLC was treated as acquiring Merger Sub in the Merger. See Note 3 for further discussion. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Prairie LLC with the acquisition being treated as the equivalent of Prairie LLC issuing stock for the net assets of the Company. At the date of the Merger, the assets and liabilities of the Company were recorded based upon relative fair values, with no goodwill or other intangible assets recorded. Exok Option Purchase and Related Transactions On August 14, 2023, Prairie LLC exercised its option in connection with the Exok Transaction and purchased oil and gas leases, including all of Exok’s right, title and interest in, to and under certain undeveloped oil and gas leases located in Weld County, Colorado, together with certain other associated assets, data and records, consisting of approximately 20,328 net mineral acres in, on and under approximately 32,695 gross acres from Exok (the “Exok Option Purchase”). The Company paid $ 18.0 million in cash to Exok and issued equity consideration to certain affiliates of Exok, consisting of (i) 670,499 shares of common stock and (ii) warrants providing the right to purchase 670,499 shares of common stock at $ 7.43 (the “Exok Warrants”). To fund the Exok Option Purchase, the Company entered into a securities purchase agreement with Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust (the “Series E PIPE Investor”) on August 15, 2023, pursuant to which the Series E PIPE Investor agreed to purchase, and the Company agreed to sell to the Series E PIPE Investor, for an aggregate of $ 20.0 million, securities consisting of (i) 39,614 shares of common stock, (ii) 20,000 shares of Series E preferred stock, par value $ 0.01 per share, with a stated value of $ 1,000 per share, convertible into shares of common stock at a price of $ 5.00 per share (“Series E Preferred Stock”), and (iii) Series E A Warrants to purchase 4,000,000 shares of common stock and Series E B Warrants to purchase 4,000,000 shares of common stock, each at a price of $ 6.00 per share (collectively, the “Series E PIPE Warrants”), in a private placement (the “Series E PIPE”). The Exok Option Purchase and the Series E PIPE closed on August 15, 2023. Reverse Stock Split and Amendment to Certificate of Incorporation On October 16, 2023, the Company effected the Reverse Stock Split at an exchange ratio of 1:28.5714286. The Company also changed its name from Creek Road Miners, Inc. to Prairie Operating Co. (the “Corporate Name Change”) and changed its ticker symbol from “CRKR” to “PROP” (the “Symbol Change”) on the OTCQB marketplace of OTC Markets. The Reverse Stock Split and the Corporate Name Change became effective on the OTCQB marketplace of OTC Markets on October 16, 2023. In connection with the Reverse Stock Split, Corporate Name Change and Symbol Change, the CUSIP number for the Company’s common stock changed to 739650109. Our common stock began trading on the OTCQB under the symbol “PROP” on November 13, 2023. The Certificate of Amendment filed by the Company with the Delaware Secretary of State took effect on October 16, 2023 and, among other things, (i) effected the Reverse Stock Split; and (ii) changed the total number of shares of all classes of stock which the Company shall have authority to issue 155,000,000 shares, consisting of (a) 150,000,000 shares of common stock and (b) 5,000,000 shares of preferred stock, par value $ 0.01 per share. Immediately after the filing of the Certificate of Amendment, the Company filed the Second Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”) with the Delaware Secretary of State, with the Amended and Restated Charter and took effect October 16, 2023, that, among other things, (i) eliminated certain provisions related to shares of preferred stock as a result of the elimination of certain series of preferred stock; (ii) removed provisions providing for action by written consent of stockholders; (iii) included a waiver of the corporate opportunity doctrine; (iv) made certain modifications to the election and removal of directors of the Company; (v) adopted Delaware as the exclusive forum for certain shareholder litigation; and (vi) increased the total number of shares of all classes of stock which the Company shall have authority to issue 550,000,000 shares, consisting of (a) 500,000,000 shares of common stock and (b) 50,000,000 shares of preferred stock. In December 2023, the Company received approval to list its shares of common stock on the Nasdaq Capital Market stock exchange (“Nasdaq”) and trading of the Company’s shares of common stock commenced on the Nasdaq on December 28, 2023. Unless otherwise noted, all per share and common stock amounts have been retroactively adjusted for the effect of this Reverse Stock Split for all periods presented. Description of Business E&P We are an independent oil and gas company focused on the acquisition and development of crude oil, natural gas and natural gas liquids. We currently hold acreage in the DJ Basin of Colorado that we , including the acquisition of the Genesis Bolt-On Assets in February 2024 and the NRO Acquisition, which was signed in January 2024 (see Note 18). Cryptocurrency Mining Our mining operations commenced on May 3, 2023 concurrent with the Merger. In the year ended December 31, 2023, we generated all of our revenue through our cryptocurrency mining activities from assets we acquired in the Merger. On January 23, 2024, we closed the Crypto Sale in which we sold all of our Mining Equipment and our rights and obligations under the Atlas MSA. Accordingly, we currently do not expect to receive rewards in the form of cryptocurrency in the future. We do not own, control or take custody of Bitcoin. Atlas, our service provider, retained all Bitcoin rewards, deducted a hosting service fee from the monthly total mined currency produced by our miners and remitted the net mined currency to us in cash. We exited cryptocurrency mining upon the January 2024 disposition of our cryptocurrency mining equipment (see Note 18). Basis of Presentation The consolidated financial statements included in this Annual Report present the Company’s financial position, results of operations and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company evaluates subsequent events through the date the financial statements are issued. Going Concern Analysis The Company had a net loss of $ 79.1 million for the year ended December 31, 2023. We cannot predict if we will be profitable. We may continue to incur losses for an indeterminate period of time and may be unable to achieve profitability. An extended period of losses and negative cash flow may prevent us from successfully operating and expanding our business. We may be unable to achieve or sustain profitability on a quarterly or annual basis. At December 31, 2023, we had cash and cash equivalents of $ 13.0 million, working capital of $ 8.1 million, and an accumulated deficit of $ 78.9 million. Subsequent to December 31, 2023, our cash and cash equivalents were reduced by $ 9.9 million due to the payment of the Deposit in connection with the NRO Acquisition and the purchase of the Genesis Bolt-on assets (see Note 18). We expect that our cash balance will decline until we are able to obtain financing through public or private capital markets and/or upon the exercise of common stock warrants. As of December 31, 2023, the Company had common stock warrants with exercise prices of $ 6.00 per share of common stock and expiring through August 2024 (see Note 15) that, if all were exercised, would represent cash proceeds to the Company of approximately $ 32.4 million. Based on recent and current prices of the Company’s common stock, the Company expects such warrants to be exercised. The Company has received $ 1.2 The assessment of 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 the Company’s forecasted model of liquidity in the next 12 months include our current cash position and our 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 12 months from the date the Company’s financial statements are issued. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The condensed consolidated 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. |