UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2024

Prairie Operating Co.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Item 8.01 Other Events.

In connection with the filing of the registration statement on Form S-1 on February 9, 2024 (the “Registration Statement”) registering an offering of common stock of Prairie Operating Co. (the “Company”), the Company hereby incorporates by reference the disclosures from the Registration Statement set forth under the following captions:

The Company is also filing the report of Cawley, Gillespie & Associates, Inc. with respect to certain acquired assets of the Company set forth as Exhibit 99.1, which is incorporated herein by reference. The above referenced disclosures and Exhibit 99.1 are being filed hereto to update certain disclosures provided in the Company’s registration statement on Form S-1 (File No. 333-27274), registering the resale of certain securities, the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, each as filed with the Securities and Exchange Commission (the “SEC”), and as may be further updated by the Company’s Current Reports on Form 8-K. Capitalized terms used, but not defined, in the disclosures incorporated by reference herein shall have the same meaning as terms defined and included in the Registration Statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.