Prairie Operating Co美股招股说明书(2025-03-26版)

Warrants to Purchase Shares of our Common Stock Prairie Operating Co. (the “Company,” “we,” “our” or “us”) entered into a Securities Purchase Agreement (the “PurchaseAgreement”) with a single institutional investor (the “Purchaser”), relating to our offering of (i) 148,250 shares (the “PreferredShares”) of Series F Convertible Preferred Stock, $0.01 par value per share (“Series F Preferred Stock”), with a stated value of $1,000per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination, or other similarrecapitalization with respect to the Series F Preferred Stock (the “Stated Value”), and (ii) upon the one-year anniversary of the issuedate of the Preferred Shares, subject to the satisfaction of certain conditions, warrants (the “Warrants”) to purchase a number of sharesof our common stock, $0.01 par value per share (“Common Stock”), equal to the quotient of (i) 125% of the Stated Value of all SeriesF Preferred Stock held by such holder on the original issuance date, divided by (ii) the average of the 10 daily per share volume-weighted average prices of our Common Stock during the 10 trading days prior to the original issuance date, offered by this prospectussupplement and the accompanying prospectus. This offering also relates to the offering of the shares of our Common Stock issuableupon conversion of or otherwise pursuant to the terms of the Preferred Shares and exercise of the Warrants. The Preferred Shares From and after the date the Preferred Shares are issued by the Company to the Purchaser (the “Closing Date”), the Purchaserwill be entitled to receive, on a cumulative basis, whether or not authorized or declared and whether or not the Company has assetslegally available therefor, dividends on each Preferred Share at a rate per annum equal to 12%, on the amount equal to the sum of (a)the Stated Value plus (b) all accrued and unpaid dividends on such share of Series F Preferred Stock (including dividends accrued andunpaid on previously unpaid dividends); provided that, from, including and after the date that is the six-month anniversary of thematurity of the Company’s reserve-based credit agreement, the dividend rate will be 25%. Dividends will be paid to the holder in cashon each March 1, June 1, September 1 and December 1 of each calendar year, beginning on June 1, 2025 as described in thisprospectus supplement under the section titled “Description of Securities We Are Offering-Preferred Shares-Method of Payment-CashPayments”or in shares of Common Stock on each such dividend payment date as described in this prospectus supplement under thesection titled “Description of Securities We Are Offering-Preferred Shares-Method of Payment-Company’s Election to Pay StatedDividend in Cash or Common Stock”. We are selling the Preferred Shares to the Purchaser at a price per share of $1,000. Concurrently with the completion of certain equity issuances resulting in proceeds to us or certain dividends or distributionsdeclared or made, prepayments of indebtedness made, or investments acquired, owned or made pursuant to our reserve-based creditagreement, each holder of Series F Preferred Stock will have the right to require us to pay the holder a cash sweep amount inredemption of a number of shares of Series F Preferred Stock at a price per share described in this prospectus supplement under thesection titled “Description of Securities We Are Offering-Preferred Shares-Dividends; Cash Sweep Payment-Cash Sweep Payments”. Holders of the Series F Preferred Stock may convert all or a portion their shares of Series F Preferred Stock into shares of ourCommon Stock at any time and from time to time. However, in no event will any share of Series F Preferred Stock be converted intoshares of Common Stock using a Market Stock Payment Price or Triggering Event Conversion Price (each as defined in the sectiontitled “Description of Securities We Are Offering”) that is lower than $1.15 per share, in which case $1.15 per share shall be used forsuch conversion. The initial conversion rate for the Series F Preferred Stock will be 202.0202 shares of our Common Stock per shareof Series F Preferred Stock. The conversion rate will also be subject to adjustment as described in this prospectus supplement. Holdersalso have the option to convert all or a portion of the shares of Series F Preferred Stock then held by such holder using an alternativeconversion rate in lieu of the conversion rate, subject to an alternative conversion cap for each quarter, as described in this prospectussupplement under the section titled “Description of Securities We Are Offering-Preferred Shares-Conversion Rights-AlternativeConversions.” We may settle such alternative conversions entirely (but not in part) in cash in certain circumstances as described in thisprospectus supplement under the section titled “Description of Securities We Are Offering-Preferred Shares-Method Of Payment-Company’s Election to Pay Alter