Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
|
Prairie Operating Co. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
739650109 (CUSIP Number) |
Amy Wang, Esq. Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Fl. NEW YORK, NY, 10105 (212) 370 1300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 739650109 |
| 1 |
Name of reporting person
Bristol Investment Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,105,183.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.82 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For Items 7, 9 and 11: Common stock only (excludes 797,072 shares underlying Series D preferred stock and 292,472 shares underlying Series D "A" warrant, both of which are subject to beneficial ownership limitations)
SCHEDULE 13D
|
| CUSIP No. | 739650109 |
| 1 |
Name of reporting person
Bristol Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
363,461.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 739650109 |
| 1 |
Name of reporting person
Paul Kessler | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,113.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Item 13: Beneficial ownership is less than 1%
SCHEDULE 13D
|
| CUSIP No. | 739650109 |
| 1 |
Name of reporting person
Bristol Capital Advisors Profit Sharing Plan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
963.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Item 13: Beneficial ownership is less than 1%.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Prairie Operating Co. |
| (c) | Address of Issuer's Principal Executive Offices:
55 WAUGH DRIVE, SUITE 400, HOUSTON,
TEXAS
, 77007. |
| 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; (xiii) upon the exercise of warrants on March 13, 2024 to purchase an aggregate of 142,472 shares of common stock; and (ix) upon the exercise of warrants on April 8, 2024 to purchase an aggregate of 150,000 shares of common stock. Bristol Capital, LLC acquired 40,821 shares in September 2023 from another investor in exchange for consulting services rendered to such investor. Paul Kessler purchased the Shares reported herein on the open market (and received Series A preferred stock convertible into Shares as compensation for consulting services and unpaid Board fees). BCA PSP purchased the Shares on the open market. All of the shares reported herein have been adjusted to reflect the 1-for-28.5714286 reverse split effectuated by the Issuer on October 16, 2023. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date of the filing of this Amendment No. 19 to Schedule 13D, (i) Bristol owns 1,105,183, Shares, which represents approximately 4.82% of the Shares outstanding, based on 22,925,161 shares outstanding as of December 10, 2024, (ii) Bristol Capital, LLC owns 363,461 Shares, which represents approximately 1.6% of the 22,925,161 shares outstanding as of December 10, 2024, (iii) Paul Kessler owns 3,113 shares, which represents less than 1% of the 22,925,161 shares outstanding as of December 10, 2024, and (iv) Bristol Capital Advisors Profit Sharing Plan owns 963 shares, which represents less than 1% of the 22,925,161 shares outstanding as of December 10, 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. |
| 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.
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