<SEC-DOCUMENT>0001493152-25-027997.txt : 20251216
<SEC-HEADER>0001493152-25-027997.hdr.sgml : 20251216
<ACCEPTANCE-DATETIME>20251216170509
ACCESSION NUMBER:		0001493152-25-027997
CONFORMED SUBMISSION TYPE:	SCHEDULE 13D/A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20251216
DATE AS OF CHANGE:		20251216

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Prairie Operating Co.
		CENTRAL INDEX KEY:			0001162896
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		ORGANIZATION NAME:           	01 Energy & Transportation
		EIN:				980357690
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-85822
		FILM NUMBER:		251576348

	BUSINESS ADDRESS:	
		STREET 1:		55 WAUGH DRIVE
		STREET 2:		SUITE 400
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77007
		BUSINESS PHONE:		(713) 424-4247

	MAIL ADDRESS:	
		STREET 1:		55 WAUGH DRIVE
		STREET 2:		SUITE 400
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77007

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Creek Road Miners, Inc.
		DATE OF NAME CHANGE:	20210715

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WIZARD BRANDS, INC.
		DATE OF NAME CHANGE:	20200814

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	WIZARD ENTERTAINMENT, INC.
		DATE OF NAME CHANGE:	20181009

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust
		CENTRAL INDEX KEY:			0002001258
		ORGANIZATION NAME:           	
		EIN:				000000000
		STATE OF INCORPORATION:			C3
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SCHEDULE 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		LEVEL 27, 60 CITY ROAD SOUTHBANK
		CITY:			MELBOURNE
		STATE:			C3
		ZIP:			VIC 3006
		BUSINESS PHONE:		61 3 9694 3000

	MAIL ADDRESS:	
		STREET 1:		LEVEL 27, 60 CITY ROAD SOUTHBANK
		CITY:			MELBOURNE
		STATE:			C3
		ZIP:			VIC 3006

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Narrogal Nominees Pty ATF Gregory K O'Neill Family Trust
		DATE OF NAME CHANGE:	20231116
</SEC-HEADER>
<DOCUMENT>
<TYPE>SCHEDULE 13D/A
<SEQUENCE>1
<FILENAME>primary_doc.xml
<TEXT>
<XML>
<?xml version="1.0" encoding="UTF-8"?><edgarSubmission xmlns="http://www.sec.gov/edgar/schedule13D" xmlns:com="http://www.sec.gov/edgar/common">
  <headerData>
    <submissionType>SCHEDULE 13D/A</submissionType>
    <previousAccessionNumber>0001493152-23-042356</previousAccessionNumber>
    <filerInfo>
      <filer>
        <filerCredentials>
          <!-- Field: Pseudo-Tag; ID: Name; Data: Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust -->
          <cik>0002001258</cik>
          <ccc>XXXXXXXX</ccc>
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      <liveTestFlag>LIVE</liveTestFlag>



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  <formData>
    <coverPageHeader>
      <amendmentNo>3</amendmentNo>
      <securitiesClassTitle>Common Stock, par value $0.01</securitiesClassTitle>
      <dateOfEvent>12/15/2025</dateOfEvent>
      <previouslyFiledFlag>false</previouslyFiledFlag>
      <issuerInfo>
        <issuerCIK>0001162896</issuerCIK>
        <issuerCUSIP>739650109</issuerCUSIP>
        <issuerName>Prairie Operating Co.</issuerName>
        <address>
          <com:street1>55 Waugh Drive</com:street1>
          <com:street2>Suite 400</com:street2>
          <com:city>Houston</com:city>
          <com:stateOrCountry>TX</com:stateOrCountry>
          <com:zipCode>77007</com:zipCode>
        </address>
      </issuerInfo>
      <authorizedPersons>
        <notificationInfo>
          <personName>Gregory K. O'Neill</personName>
          <personPhoneNum>61 3 9694 3000</personPhoneNum>
          <personAddress>
            <com:street1>Level 27, 60 City Road Southbank</com:street1>
            <com:city>Melbourne</com:city>
            <com:stateOrCountry>C3</com:stateOrCountry>
            <com:zipCode>VIC 3006</com:zipCode>
          </personAddress>
        </notificationInfo>
      </authorizedPersons>
    </coverPageHeader>
    <reportingPersons>
      <reportingPersonInfo>
        <reportingPersonCIK>0002001258</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust</reportingPersonName>
        <fundType>AF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>C3</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>19024815.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>21043279.00</sharedDispositivePower>
        <aggregateAmountOwned>21043279.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>32.06</percentOfClass>
        <typeOfReportingPerson>OO</typeOfReportingPerson>
        <commentContent>19,024,815 shares of common stock, par value $0.01 per share ("Common Stock"), includes (i) 15,043,279 shares of Common Stock directly held by the Family Trust; and (ii) 3,981,536 shares of Common Stock issuable within 60 days of the date hereof upon the partial exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust. 19,024,815 shares of Common Stock represents 29.9% of the voting power of the Common Stock based on 63,628,146 shares of Common Stock outstanding, which includes (i) 59,646,610 shares of Common Stock outstanding as of November 11, 2025 (as reported in the Quarterly Report of Prairie Operating Co., a Delaware corporation (the "Issuer") on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 14, 2025); and (ii) 3,981,536 shares of Common Stock issuable within 60 days of the date hereof upon the partial exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust, and subject to the 29.9% limitation on voting described in Item 6 below. 21,043,279 shares of Common Stock includes (i) 15,043,279 shares of Common Stock directly held by the Family Trust; and (ii) 6,000,000 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust. The percentage of class represented by Row (11) is based on 65,646,610 shares of Common Stock outstanding, which includes (i) 59,646,610 shares of Common Stock outstanding as of November 11, 2025 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on November 14, 2025); and (ii) 6,000,000 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust.</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonCIK>0002001257</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Narrogal Nominees Pty Ltd</reportingPersonName>
        <fundType>WC</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>C3</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>19024815.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>21043279.00</sharedDispositivePower>
        <aggregateAmountOwned>21043279.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>32.06</percentOfClass>
        <typeOfReportingPerson>OO</typeOfReportingPerson>
        <commentContent>19,024,815 shares of Common Stock includes (i) 15,043,279 shares of Common Stock directly held by the Family Trust; and (ii) 3,981,536 shares of Common Stock issuable within 60 days of the date hereof upon the partial exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust. 19,024,815 shares of Common Stock represents 29.9% of the voting power of the Common Stock based on 63,628,146 shares of Common Stock outstanding, which includes (i) 59,646,610 shares of Common Stock outstanding as of November 11, 2025 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on November 14, 2025); and (ii) 3,981,536 shares of Common Stock issuable within 60 days of the date hereof upon the partial exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust, and subject to the 29.9% limitation on voting described in Item 6 below. 21,043,279 shares of Common Stock includes (i) 15,043,279 shares of Common Stock directly held by the Family Trust; and (ii) 6,000,000 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust. The percentage of class represented by Row (11) is based on 65,646,610 shares of Common Stock outstanding, which includes (i) 59,646,610 shares of Common Stock outstanding as of November 11, 2025 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on November 14, 2025); and (ii) 6,000,000 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust.</commentContent>
      </reportingPersonInfo>
      <reportingPersonInfo>
        <reportingPersonCIK>0002001260</reportingPersonCIK>
        <reportingPersonNoCIK>N</reportingPersonNoCIK>
        <reportingPersonName>Gregory K. O'Neill</reportingPersonName>
        <fundType>AF</fundType>
        <legalProceedings>N</legalProceedings>
        <citizenshipOrOrganization>C3</citizenshipOrOrganization>
        <soleVotingPower>0.00</soleVotingPower>
        <sharedVotingPower>19024815.00</sharedVotingPower>
        <soleDispositivePower>0.00</soleDispositivePower>
        <sharedDispositivePower>21043279.00</sharedDispositivePower>
        <aggregateAmountOwned>21043279.00</aggregateAmountOwned>
        <isAggregateExcludeShares>N</isAggregateExcludeShares>
        <percentOfClass>32.06</percentOfClass>
        <typeOfReportingPerson>IN</typeOfReportingPerson>
        <commentContent>19,024,815 shares of Common Stock includes (i) 15,043,279 shares of Common Stock directly held by the Family Trust; and (ii) 3,981,536 shares of Common Stock issuable within 60 days of the date hereof upon the partial exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust. 19,024,815 shares of Common Stock represents 29.9% of the voting power of the Common Stock based on 63,628,146 shares of Common Stock outstanding, which includes (i) 59,646,610 shares of Common Stock outstanding as of November 11, 2025 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on November 14, 2025); and (ii) 3,981,536 shares of Common Stock issuable within 60 days of the date hereof upon the partial exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust, and subject to the 29.9% limitation on voting described in Item 6 below. 21,043,279 shares of Common Stock includes (i) 15,043,279 shares of Common Stock directly held by the Family Trust; and (ii) 6,000,000 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust. The percentage of class represented by Row (11) is based on 65,646,610 shares of Common Stock outstanding, which includes (i) 59,646,610 shares of Common Stock outstanding as of November 11, 2025 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on November 14, 2025); and (ii) 6,000,000 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust.</commentContent>
      </reportingPersonInfo>
    </reportingPersons>
    <items1To7>
      <item1>
        <securityTitle>Common Stock, par value $0.01</securityTitle>
        <issuerName>Prairie Operating Co.</issuerName>
        <issuerPrincipalAddress>
          <com:street1>55 Waugh Drive</com:street1>
          <com:street2>Suite 400</com:street2>
          <com:city>Houston</com:city>
          <com:stateOrCountry>TX</com:stateOrCountry>
          <com:zipCode>77007</com:zipCode>
        </issuerPrincipalAddress>
      </item1>
      <item3>
        <fundsSource>Item 3 of the Schedule 13D, Amendment No. 1 and Amendment No. 2 is hereby amended by inserting the following information at the end of Item 3:

On November 20, 2025, the Family Trust purchased in the open market 50,000 shares of Common Stock at a purchase price of $1.7197 per share of Common Stock using working capital of Narrogal Nominees.

On November 24, 2025, the Family Trust purchased in the open market 3,831 shares of Common Stock at a purchase price of $1.7000 per share of Common Stock using working capital of Narrogal Nominees.

On December 9, 2025, the Family Trust purchased in the open market 200 shares of Common Stock at a purchase price of $1.7100 per share of Common Stock using working capital of Narrogal Nominees.

On December 10, 2025, the Family Trust purchased in the open market 42,781 shares of Common Stock at a purchase price of $1.7100 per share of Common Stock using working capital of Narrogal Nominees.

On December 12, 2025, the Family Trust purchased in the open market (a) 220,431 shares of Common Stock at a purchase price of $1.7090 per share of Common Stock and (b) 50,000 shares of Common Stock at a purchase price of $1.7100 per share of Common Stock, in each case using working capital of Narrogal Nominees.

On December 15, 2025, the Family Trust purchased in the open market (a) 50,000 shares of Common Stock at a purchase price of $1.7100 per share of Common Stock and (b) 800,000 of Common Stock at a purchase price of $1.6853 per share of Common Stock, in each case using working capital of Narrogal Nominees.

 On December 16, 2025, the Family Trust purchased in the open market 50,000 shares of Common Stock at a purchase price of $1.6800 per share of Common Stock using working capital of Narrogal Nominees.</fundsSource>
      </item3>
      <item5>
        <percentageOfClassSecurities>The Family Trust, Narrogal Nominees and Mr. O'Neill are the beneficial owners of: (i) 15,043,610 shares of Common Stock and (ii) 6,000,000 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust. On a fully diluted basis, the Family Trust owns 32.06% of the Common Stock of the Company. This percentage is based on 65,646,610 shares of Common Stock outstanding, which includes (i) 59,646,610 shares of Common Stock outstanding as of November 11, 2025 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on November 14, 2025); and (ii) 6,000,000 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust. Mr. O'Neill is the Sole Director of Narrogal Nominees, which is the trustee of the Family Trust, and as such, Mr. O'Neill has voting and investment control over the shares directly held by the Family Trust. Mr. O'Neill is the Sole Director of Narrogal Nominees, which is the trustee of the Family Trust, and as such, Mr. O'Neill has voting and investment control over the shares directly held by the Family Trust.</percentageOfClassSecurities>
        <numberOfShares>The Family Trust, Narrogal Nominees and Mr. O'Neill share the power to dispose or direct the disposition of: (i) 15,043,279 shares of Common Stock and (ii) 6,000,000 shares of Common Stock issuable within 60 days of the date hereof upon the exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust. The Family Trust, Narrogal Nominees and Mr. O'Neill share the power to vote or to direct the vote of: (i) 15,043,279 shares of Common Stock; and (ii) 3,981,536 shares of Common Stock issuable within 60 days of the date hereof upon the partial exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust. 19,024,815 shares of Common Stock represents 29.9% of the voting power of the Common Stock based on 63,628,146 shares of Common Stock outstanding, which includes (i) 59,646,610 shares of Common Stock outstanding as of November 11, 2025 (as reported in the Quarterly Report of the Issuer on Form 10-Q filed with the SEC on November 14, 2025); and (ii) 3,981,536 shares of Common Stock issuable within 60 days of the date hereof upon the partial exercise of the Series D A Warrant and Series E A Warrant held by the Family Trust, and subject to the 29.9% limitation on voting described in Item 6 below</numberOfShares>
        <transactionDesc>The Family Trust effected the following transactions with respect to the Common Stock during the past sixty days:

(i) Purchased in the open market 50,000 shares of Common Stock at a purchase price of $1.7197 per share of Common Stock on November 20, 2025;

(ii) Purchased in the open market 3,831 shares of Common Stock at a purchase price of $1.7000 per share of Common Stock on November 24, 2025;

(iii) purchased in the open market 200 shares of Common Stock at a purchase price of $1.7100 per share of Common Stock on December 9, 2025;

(iv) purchased in the open market 42,781 shares of Common Stock at a purchase price of $1.7100 per share of Common Stock on December 10;

(v) purchased in the open market 220,431 shares of Common Stock at a purchase price of $1.7090 per share of Common Stock on December 12, 2025;

(vi) purchased in the open market 50,000 shares of Common Stock at a purchase price of $1.7100 per share of Common Stock on December 12, 2025;

(vii) purchased in the open market 50,000 shares of Common Stock at a purchase price of $1.7100 per share of Common Stock on December 15, 2025;

(viii) purchased in the open market 800,000 of Common Stock at a purchase price of $1.6853 per share of Common Stock on December 15, 2025; and (ix) purchased in the open market 50,000 shares of Common Stock at a purchase price of $1.6800 per share of Common Stock on December 16, 2025.</transactionDesc>
        <listOfShareholders>This Item 5(d) is not applicable.</listOfShareholders>
        <date5PercentOwnership>This Item 5(e) is not applicable.</date5PercentOwnership>
      </item5>
      <item7>
        <filedExhibits>https://www.sec.gov/Archives/edgar/data/1162896/000149315223042356/ex1.htm</filedExhibits>
      </item7>
    </items1To7>
    <signatureInfo>
      <signaturePerson>
        <signatureReportingPerson>Narrogal Nominees Pty Ltd ATF Gregory K O'Neill Family Trust</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Gregory K. O'Neill</signature>
          <title>Gregory K. O'Neill, Sole Director of Narrogal Nominees Pty Ltd, as trustee</title>
          <date>12/16/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>Narrogal Nominees Pty Ltd</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Gregory K. O'Neill</signature>
          <title>Gregory K. O'Neill, Sole Director</title>
          <date>12/16/2025</date>
        </signatureDetails>
      </signaturePerson>
      <signaturePerson>
        <signatureReportingPerson>Gregory K. O'Neill</signatureReportingPerson>
        <signatureDetails>
          <signature>/s/ Gregory K. O'Neill</signature>
          <title>Gregory K. O'Neill</title>
          <date>12/16/2025</date>
        </signatureDetails>
      </signaturePerson>
    </signatureInfo>
  </formData>
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