Prairie Operating Co. — Major Shareholding Notification 2025

xml version="1.0" encoding="UTF-8"? SCHEDULE 13D/A 0001493152-24-014226 Field: Pseudo-Tag; ID: Name; Data: BRISTOL INVESTMENT FUND LTD 0001174866 XXXXXXXX LIVE 19 Common Stock 12/31/2024 false 0001162896 739650109 Prairie Operating Co. 55 WAUGH DRIVE SUITE 400 HOUSTON TX 77007 Amy Wang, Esq. (212) 370 1300 Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas, 11th Fl. NEW YORK NY 10105 0001174866 N Bristol Investment Fund, Ltd. WC N E9 1105183.00 0.00 1105183.00 0.00 1105183.00 N 4.82 CO 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) 0001258366 N Bristol Capital, LLC WC N DE 363461.00 0.00 363461.00 0.00 363461.00 N 1.6 CO Y Paul Kessler PF N X1 3113.00 0.00 3113.00 0.00 3113.00 N 0 IN Item 13: Beneficial ownership is less than 1% Y Bristol Capital Advisors Profit Sharing Plan WC N DE 963.00 0.00 963.00 0.00 963.00 N 0 CO Item 13: Beneficial ownership is less than 1%. Common Stock Prairie Operating Co. 55 WAUGH DRIVE SUITE 400 HOUSTON TX 77007 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. 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. 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. 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. 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. Not applicable. Bristol Investment Fund, Ltd. /s/ Paul Kessler Paul Kessler, Director 02/14/2025 Bristol Capital, LLC /s/ Paul Kessler Paul Kessler, Manager 02/14/2025 Paul Kessler /s/ Paul Kessler PAUL KESSLER, an individual 02/14/2025 Bristol Capital Advisors Profit Sharing Plan /s/ Paul Kessler Paul Kessler, Authorized Signatory 02/14/2025