SCHEDULE 13G: Bayswater Entities Disclose 9.8% Stake in Prairie Operating Co. Following Asset Acquisition

Bayswater Exploration & Production, LLC and Bayswater Management Company LP have disclosed a 9.8% beneficial ownership stake in Prairie Operating Co., acquired through a share issuance related to a purchase and sale agreement.

Summary

• Bayswater Exploration & Production, LLC and Bayswater Management Company LP jointly reported beneficial ownership of 3,656,099 shares of Common Stock in Prairie Operating Co.
• This ownership represents 9.8% of Prairie Operating Co.'s outstanding Common Stock.
• The percentage is calculated based on 37,533,488 pro forma issued and outstanding shares of Common Stock as of December 31, 2024, as reported in Prairie Operating Co.'s prospectus supplement filed on March 26, 2025.
• The shares were issued to Bayswater Exploration & Production, LLC on March 26, 2025, pursuant to a Purchase and Sale Agreement dated February 6, 2025.
• Bayswater Management Company LP is deemed to indirectly beneficially own the shares as it manages or controls the entities that sold assets to Prairie Operating Co. under the Purchase and Sale Agreement.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, which is neutral in sentiment. It does not contain positive or negative financial performance indicators or forward-looking statements that would sway sentiment.

Industry Context

This filing indicates a significant ownership stake by Bayswater entities in Prairie Operating Co., likely stemming from a strategic asset acquisition. Such transactions are common in the energy sector, where companies often acquire assets in exchange for equity, leading to shifts in ownership structure.

Related Party Transactions

• The shares were issued to Bayswater Exploration & Production, LLC pursuant to a Purchase and Sale Agreement (PSA) dated February 6, 2025. Bayswater Management Company LP, a reporting person, is the manager or general partner of, or controls, each entity that sold assets to the Issuer under this PSA, indicating a transaction between related entities.

Stakeholder Impact

• Shareholders: The issuance of 3,656,099 shares to Bayswater Exploration & Production, LLC as consideration for assets results in a dilution of existing shareholders' ownership percentage, as the total outstanding shares increased to 37,533,488.
• Shareholders: The emergence of Bayswater entities as a significant shareholder with a 9.8% stake could influence future corporate decisions and strategic direction, even though the filing states the shares were not acquired for the purpose of changing or influencing control.

Key Dates

Keywords

Prairie Operating Co., Bayswater Exploration & Production, Bayswater Management Company, Schedule 13G, Beneficial Ownership, Common Stock, SEC Filing, Asset Acquisition, Share Issuance