SCHEDULE 13D/A: Major Investor Group Updates Stake in Prairie Operating Co., Disclosing Recent Warrant Exercises and Ownership Structure

Bristol Investment Fund, Ltd. and affiliated entities have filed an Amendment 19 to their Schedule 13D, detailing their current beneficial ownership of Prairie Operating Co. common stock, including recent warrant exercises and a reverse stock split adjustment.

Summary

• Bristol Investment Fund, Ltd. and its affiliates, including Bristol Capital, LLC, Paul Kessler, and Bristol Capital Advisors Profit Sharing Plan, have updated their beneficial ownership in Prairie Operating Co.
• As of December 10, 2024, Prairie Operating Co. had 22,925,161 shares of common stock outstanding.
• Bristol Investment Fund, Ltd. beneficially owns 1,105,183 shares, representing approximately 4.82% of the outstanding common stock. This excludes 797,072 shares underlying Series D preferred stock and 292,472 shares underlying Series D "A" warrant due to beneficial ownership limitations.
• Bristol Capital, LLC owns 363,461 shares, representing approximately 1.6% of the outstanding common stock.
• Paul Kessler owns 3,113 shares, representing less than 1% of the outstanding common stock.
• Bristol Capital Advisors Profit Sharing Plan owns 963 shares, representing less than 1% of the outstanding common stock.
• Paul Kessler, as manager of the investment advisor to Bristol Investment Fund, Ltd., Bristol Capital, LLC, and Bristol Capital Advisors Profit Sharing Plan, has voting and dispositive power over their respective shares, in addition to his own. He disclaims beneficial ownership of shares held by Bristol Investment Fund, Ltd.
• The reported share counts reflect a 1-for-28.5714286 reverse stock split effectuated by the Issuer on October 16, 2023.

Sentiment

Score: 6

Explanation: The filing is primarily factual, reporting beneficial ownership changes. The continued holding and recent warrant exercises by the investor group could be seen as mildly positive, indicating ongoing commitment, but the decrease in percentage ownership for Bristol Investment Fund, Ltd. below 5% could be interpreted neutrally or slightly negatively depending on context not provided.

Positives

• The exercise of warrants on March 13, 2024, for 142,472 shares and on April 8, 2024, for 150,000 shares by Bristol Investment Fund, Ltd. demonstrates continued engagement and conversion of potential equity into actual common stock, which could imply a positive long-term view.

Negatives

• Bristol Investment Fund, Ltd.'s reported beneficial ownership of 4.82% is below the 5% threshold, which typically triggers initial Schedule 13D filings, indicating a reduction in their reported stake or dilution relative to the total outstanding shares, and potentially reducing their influence.
• A significant number of shares (797,072 shares underlying Series D preferred stock and 292,472 shares underlying Series D "A" warrant) are excluded from Bristol Investment Fund, Ltd.'s reported beneficial ownership due to beneficial ownership limitations, restricting their immediate voting and dispositive power over these potential shares.

Risks

• The beneficial ownership limitations on Series D preferred stock and Series D "A" warrant could restrict the immediate conversion or exercise of these instruments into common stock, potentially impacting the liquidity or strategic flexibility of the holder.
• The 1-for-28.5714286 reverse stock split effectuated on October 16, 2023, can sometimes be a signal of past financial challenges or an attempt to meet listing requirements, which may carry negative perceptions for investors.

Future Outlook

This document is a historical reporting of beneficial ownership changes and current holdings; it does not contain forward-looking statements or guidance from the company or the reporting persons regarding the company's future performance.

Management Comments

• "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."

Industry Context

This filing is specific to a change in beneficial ownership for Prairie Operating Co. and does not provide broader industry trends or competitive analysis. Prairie Operating Co. is likely in the energy or natural resources sector given its name, but the document does not elaborate on its specific business activities.

Related Party Transactions

• Paul Kessler, as manager of the investment advisor to Bristol Investment Fund, Ltd., Bristol Capital, LLC, and Bristol Capital Advisors Profit Sharing Plan, has voting and dispositive power over their shares, indicating a related party relationship.
• Paul Kessler received Series A preferred stock convertible into shares as compensation for consulting services and unpaid Board fees from the Issuer.
• Shares were acquired by Bristol Investment Fund, Ltd. in May 2023 upon the conversion of Series A Preferred Stock held by Mr. Kessler.
• Bristol Capital, LLC acquired shares from another investor in September 2023 in exchange for consulting services rendered to such investor.

Stakeholder Impact

• Shareholders: Provides transparency on significant investor holdings and changes, including the impact of a reverse stock split and recent warrant exercises on the share count. The decrease in Bristol Investment Fund, Ltd.'s percentage ownership below 5% might reduce perceived institutional support or influence.
• Management: Paul Kessler's continued involvement across the reporting entities and his influence over a significant block of shares could impact corporate governance and strategic decisions.

Key Dates

Keywords

Prairie Operating Co., Schedule 13D, Beneficial Ownership, Common Stock, Bristol Investment Fund, Bristol Capital, Paul Kessler, SEC Filing, Equity Stake, Warrant Exercise, Reverse Stock Split, Investment Fund