Prairie Operating Co.
602 Sawyer Street, Suite 710
Houston, Texas 77007
December 5, 2023
Division of Corporation Finance
Office of Crypto Assets
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
| Re: | Prairie Operating Co. |
| Registration Statement on Form S-1 (as amended) | |
| File No. 333-272743 |
Ladies and Gentlemen:
On behalf of Prairie Operating Co., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 be accelerated to 4:00 P.M., Washington, D.C. time, on December 6, 2023, or as soon as practicable thereafter.
We request that we be notified of such effectiveness by a telephone call to Joanna D. Enns of Vinson & Elkins L.L.P. at (214) 220-7753 and that such effectiveness also be confirmed in writing. The Company hereby authorizes Joanna D. Enns, counsel to the Company, to orally modify or withdraw this request for acceleration. Thank you for your assistance in this matter.
[Signature Page Follows]
United States Securities and Exchange Commission
December 5, 2023
Page 2
| Very truly yours, | ||
| Prairie Operating Co. | ||
| By: | /s/ Daniel T. Sweeney | |
| Name: | Daniel T. Sweeney |
|
| Title: | General Counsel | |
| cc: | T. Mark Kelly, Vinson & Elkins L.L.P. |
| Joanna D. Enns, Vinson & Elkins L.L.P. |
[Signature Page to Company Acceleration Request]