Amended Statement of Beneficial Ownership (sc 13d/a)
10 Maio 2023 - 7:06AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
Prairie Operating Co.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
97751C100
(CUSIP Number)
Amy Wang, Esq.
Bristol Capital Advisors, LLC
555 Marin Street, Suite 140
Thousand Oaks, CA 91360
(310) 331-8480
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 3, 2023
(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. [_]
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
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).
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Bristol
Investment Fund, Ltd. 98-0335509 |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions)
WC |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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☐ |
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6. |
Citizenship
or Place of Organization
Cayman
Islands |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
Sole Voting Power
17,500,522*
* common stock only (excludes 5,714,286
shares underlying convertible debenture, 21,560,000 shares underlying Series D preferred stock; 7,142,857 shares underlying Series A
warrant and 7,142,857 shares underlying Series B warrant)
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power
17,500,522*
* common stock only (excludes 5,714,286 shares underlying
convertible debenture, 21,560,000 shares underlying Series D preferred stock; 7,142,857 shares underlying Series A warrant and
7,142,857 shares underlying Series B warrant)
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
17,500,522*
* common stock only (excludes 5,714,286 shares underlying convertible
debenture, 21,560,000 shares underlying Series D preferred stock; 7,142,857 shares underlying Series A warrant and 7,142,857 shares underlying
Series B warrant)
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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☐ |
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13. |
Percent
of Class Represented by Amount in Row (11)
10.5% |
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14. |
Type
of Reporting Person (See Instructions)
CO |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Bristol
Capital, LLC 95-4717240 |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions)
WC |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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☐ |
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6. |
Citizenship
or Place of Organization
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
Sole Voting Power
10,940,890 |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power
10,940,890 |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
10,940,890 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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☐ |
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13. |
Percent
of Class Represented by Amount in Row (11)
6.6% |
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14. |
Type
of Reporting Person (See Instructions)
CO |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Paul
Kessler |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions)
PF |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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☐ |
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6. |
Citizenship
or Place of Organization
United
States |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
Sole Voting Power
57,857 |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power
57,857 |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
57,857 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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13. |
Percent
of Class Represented by Amount in Row (11)
* (1) |
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14. |
Type
of Reporting Person (See Instructions)
IN |
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(1) Beneficial
ownership representing less than 1% is denoted with an asterisk (*).
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). |
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Bristol
Capital Advisors Profit Sharing Plan |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions)
WC |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |
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6. |
Citizenship
or Place of Organization
Delaware |
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
Sole Voting Power
39,350 |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power
39,350 |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
39,350 |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |
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☐ |
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13. |
Percent
of Class Represented by Amount in Row (11)
* (1) |
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14. |
Type
of Reporting Person (See Instructions)
CO |
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(1)
Beneficial ownership representing less than 1% is denoted with an asterisk (*).
The following constitutes Amendment No.11 ("Amendment No. 11")
to the Schedule 13D filed by the undersigned. This Amendment No.11 amends the Schedule 13D as specifically set forth.
Item 1 is hereby amended and restated as follows:
Item 1. Security and Issuer
This statement relates to the shares of common stock (the “Shares”)
of Prairie Operating Co. (the “Issuer”). The address of the Issuer’s principal executive offices is 8636 N. Classen
Boulevard, Oklahoma City, OK, 73114. Percentages in this Statement are calculated assuming 166,886,084
shares of Common Stock outstanding as of May 5, 2023, as reported by the Issuer’s transfer
agent on such date.
Item 2 is hereby amended and restated as follows:
Item 2. Identity and Background
This statement is being jointly filed by Bristol Investment Fund, Ltd.,
an entity organized under the laws of the Cayman Islands (“Bristol”), Bristol Capital, LLC, a Delaware limited liability company
("BC"), Paul Kessler as an individual ("Paul Kessler"), and Bristol Capital Advisors Profit Sharing Plan ("BCA
PSP"). BIF, BC, Paul Kessler and BCA PSP are collectively referred to herein as the “Reporting Persons.”
Bristol is a privately held fund that invests primarily in publicly
traded companies through the purchase of securities in private placement and/or open market transactions. The address of Bristol’s
registered office is Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, PO Box 311063, Grand Cayman KY1-1205, Cayman Islands.
Bristol Capital Advisors, LLC, an entity organized under the laws of the State of Delaware (“BCA”), is the investment advisor
to Bristol. Paul Kessler is manager of BCA and as such has voting and dispositive power over the securities held by Bristol. BC is a privately
held limited liability company that engages from time to time in investing in publicly traded companies through the purchase of securities
in private placement and/or open market transactions. Paul Kessler is the sole manager of BC and therefore has voting and dispositive
power over the securities held by BC. Bristol Capital Advisors Profit Sharing Plan ("BCA PSP") is a plan established by BCA
which invests in various securities for the benefit of its employees. Mr. Kessler has voting and dispositive power over the securities
held by BCA PSP. The address of the principal office for BCA, BC, Mr. Kessler and BCA PSP is 555 Marin Street, Suite 140, Thousand Oaks,
CA 91360.
During the last five years, none of the Reporting Persons have been
convicted in a criminal proceeding, nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction,
as a result of which it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3 is hereby amended and restated as follows:
Item 3. Source and Amount of Funds or Other Consideration
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.
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.
Items 5 is hereby amended and restated as follows:
Item 5. Interest in Securities of the Issuer
(a) | | As of the date of the filing of this Amendment No. 11 to Schedule 13D,
(i) Bristol owns 17,500,522 Shares, which represents approximately 10.5% of the Shares outstanding, based upon 166,886,084 Shares outstanding
as of May 5, 2023, (ii) Bristol Capital, LLC owns 10,940,890 Shares, which represents approximately 6.6% of the 166,886,084 shares outstanding
as of May 5, 2023, (iii) Paul Kessler owns 57,857 shares, which represents less than 1% of the 166,886,084 shares outstanding as of May
5, 2023, and (iv) Bristol Capital Advisors Profit Sharing Plan owns 39,350 shares, which represents less than 1% of the 166,886,084 shares
outstanding as of May 5, 2023. |
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(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. |
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(c) | | Except as set forth in Item 4 above, none of the Reporting Persons
has effected any transaction in the Shares of the Issuer during the last 60 days. |
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(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. |
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(e) | | Not applicable. |
Item 7. Material to Be Filed as Exhibits
Item 7 of the Schedule 13D is amended and supplemented as follows:
* |
Incorporated by reference to
Exhibit 10.4 to the Issuer’s Form 8-K filed with the SEC on May 9, 2023. |
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** |
Previously filed as an exhibit to the Reporting Persons’ Schedule 13D filed with the Securities and Exchange Commission on February 14, 2023. |
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.
Dated: May 9, 2023
BRISTOL INVESTMENT FUND, LTD.
Paul Kessler, Director
By: /s/ Paul Kessler
BRISTOL CAPITAL, LLC
Paul Kessler, Manager
By: /s/ Paul Kessler
PAUL KESSLER, an individual
By: /s/ Paul Kessler
BRISTOL CAPITAL ADVISORS PROFIT SHARING PLAN
Paul Kessler, Authorized Signatory
By: /s/ Paul Kessler
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