Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 10, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-33383 | |
Entity Registrant Name | Prairie Operating Co. | |
Entity Central Index Key | 0001162896 | |
Entity Tax Identification Number | 98-0357690 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 602 Sawyer | |
Entity Address, Address Line Two | Suite 710 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77007 | |
City Area Code | (713) | |
Local Phone Number | 424-4247 | |
Title of 12(b) Security | Common stock, $0.01 par value | |
Trading Symbol | PROP | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 12,190,077 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 4,047,773 | $ 13,036,950 |
Note and other receivable | 951,760 | 7,095 |
Prepaid expenses | 175,647 | 164,391 |
Deferred financing costs | 1,019,222 | |
Current assets – discontinued operations | 322,655 | |
Total current assets | 6,194,402 | 13,531,091 |
Property and equipment: | ||
Oil and natural gas properties, successful efforts method of accounting including $30,397,183 at March 31, 2024 and $28,705,404 at December 31, 2023 excluded from amortization | 30,754,390 | 28,705,404 |
Less: Accumulated depreciation, depletion and amortization | ||
Total property and equipment, net | 30,754,390 | 28,705,404 |
Deposits on E&P assets | 9,000,000 | |
Operating lease assets | 396,011 | 155,253 |
Deferred transaction costs | 186,534 | 108,956 |
Noncurrent assets – discontinued operations | 3,182,307 | |
Total assets | 46,531,337 | 45,683,011 |
Current liabilities: | ||
Accounts payable and accrued expenses | 8,486,571 | 5,374,494 |
Operating lease liabilities, current | 162,829 | 41,890 |
Total current liabilities | 8,649,400 | 5,416,384 |
Long-term liabilities: | ||
Operating lease liabilities, long-term | 218,069 | 93,816 |
Total long-term liabilities | 218,069 | 93,816 |
Total liabilities | 8,867,469 | 5,510,200 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common stock; $0.01 par value; 500,000,000 shares authorized and 10,815,329 shares issued and outstanding at March 31, 2024; 500,000,000 shares authorized and 9,826,719 shares issued and outstanding at December 31, 2023 | 108,153 | 98,267 |
Additional paid-in capital | 125,446,282 | 118,927,814 |
Accumulated deficit | (87,890,961) | (78,853,677) |
Total stockholders’ equity | 37,663,868 | 40,172,811 |
Total liabilities and stockholders’ equity | 46,531,337 | 45,683,011 |
Series D Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock value | 194 | 206 |
Series E Preferred Stock [Member] | ||
Stockholders’ equity: | ||
Preferred stock value | $ 200 | $ 200 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Impairment of Oil and Gas properties | $ 30,397,183 | $ 28,705,404 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 10,815,329 | 9,826,719 |
Common stock, shares outstanding | 10,815,329 | 9,826,719 |
Series D Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 19,402 | 20,627 |
Preferred stock, shares outstanding | 19,402 | 20,627 |
Series E Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000 | 50,000 |
Preferred stock, shares issued | 20,000 | 20,000 |
Preferred stock, shares outstanding | 20,000 | 20,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues | ||
Operating costs and expenses: | ||
Operating expenses | ||
General and administrative | 7,602,860 | 64,392 |
Exploration | 441,780 | |
Total operating costs and expenses | 8,044,640 | 64,392 |
Loss from operations | (8,044,640) | (64,392) |
Other income (expense): | ||
Interest income | 52,101 | |
Total other income (expense) | 52,101 | |
Loss from operations before provision for income taxes | (7,992,539) | (64,392) |
Provision for income taxes | ||
Net loss from continuing operations | (7,992,539) | (64,392) |
Loss from discontinued operations, net of taxes | (1,044,745) | |
Net loss from discontinued operations | (1,044,745) | |
Net loss | $ (9,037,284) | $ (64,392) |
Earnings (loss) per common share: | ||
Loss per share from continuing operations, basic | $ (0.80) | |
Loss per share from continuing operations, diluted | (0.80) | |
Loss per share from discontinued operations, basic | (0.10) | |
Loss per share from discontinued operations, diluted | (0.10) | |
Loss per share, basic | (0.90) | |
Loss per share, diluted | $ (0.90) | |
Weighted average common shares outstanding, basic | 10,004,987 | |
Weighted average common shares outstanding, diluted | 10,004,987 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Members' Deficit/Stockholders' Equity - USD ($) | Member Deficit [Member] | Preferred Stock [Member] Series D Preferred Stock [Member] | Preferred Stock [Member] Series E Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2022 | $ (381,520) | ||||||
Balance, shares at Dec. 31, 2022 | |||||||
Net loss | (64,392) | (64,392) | |||||
Ending balance, value at Mar. 31, 2023 | (445,912) | ||||||
Balance, shares at Mar. 31, 2023 | |||||||
Beginning balance, value at Dec. 31, 2023 | $ 206 | $ 200 | $ 98,267 | 118,927,814 | (78,853,677) | 40,172,811 | |
Balance, shares at Dec. 31, 2023 | 20,627 | 20,000 | 9,826,719 | ||||
Conversion of Series D preferred stock | $ (12) | $ 2,450 | (2,438) | ||||
Balance, shares | (1,225) | 245,000 | |||||
Issuance of common stock upon warrant exercise | $ 7,437 | 4,454,222 | 4,461,659 | ||||
Balance, shares | 743,610 | ||||||
Stock based compensation | 2,066,682 | 2,066,682 | |||||
Net loss | (9,037,284) | (9,037,284) | |||||
Ending balance, value at Mar. 31, 2024 | $ 194 | $ 200 | $ 108,153 | $ 125,446,282 | $ (87,890,961) | $ 37,663,868 | |
Balance, shares at Mar. 31, 2024 | 19,402 | 20,000 | 10,815,329 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flow from operating activities: | ||
Net loss | $ (9,037,284) | $ (64,392) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Stock based compensation | 2,066,682 | |
Loss from discontinued operations, net of taxes | 1,182,307 | |
Changes in operating assets and liabilities: | ||
Notes and other receivable | 55,335 | |
Prepaid expenses | (11,256) | |
Accounts payable and accrued expenses | 3,112,077 | 64,309 |
Deferred financing costs | (1,019,223) | |
Other | 4,433 | |
Net cash used in continuing operating activities | (3,646,929) | (83) |
Net cash provided by discontinued operating activities | 322,655 | |
Net cash used in operating activities | (3,324,274) | (83) |
Cash flow from investing activities: | ||
Deposit on Nickel Road Asset Purchase | (9,000,000) | |
Investments in oil and natural gas properties | (2,048,986) | |
Cash received from sale of cryptocurrency miners | 1,000,000 | |
Deferred transaction costs related to Nickel Road Asset Purchase | (77,577) | |
Net cash used in continuing investing activities | (10,126,563) | |
Net cash used in discontinued investing activities | ||
Net cash provided by investing activities | (10,126,563) | |
Cash flow from financing activities: | ||
Proceeds from the exercise of Series D warrants | 4,461,660 | |
Net cash provided by continuing financing activities | 4,461,660 | |
Net cash used in discontinued financing activities | ||
Net cash provided by financing activities | 4,461,660 | |
Net increase (decrease) in cash and cash equivalents | (8,989,177) | (83) |
Cash and cash equivalents, beginning of period | 13,036,950 | 79,845 |
Cash and cash equivalents, end of period | 4,047,773 | 79,762 |
Supplemental disclosures of cash flow information: | ||
Cash paid for income taxes | ||
Cash paid for interest | ||
Supplemental disclosures of noncash investing and financing activity: | ||
Common stock issued upon conversion of Series D Preferred Stock | 1,225,000 | |
Deferred transaction costs associated with the Merger and Exok Transaction | 178,893 | |
Deferred transaction costs associated with the Series D PIPE | $ 33,501 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure [Table] | ||
Net Income (Loss) | $ (9,037,284) | $ (64,392) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Organization, Description of Bu
Organization, Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Organization, Description of Business and Basis of Presentation | Note 1. Organization, Description of Business and Basis of Presentation Organization On May 3, 2023, we changed our name from Creek Road Miners, Inc. to Prairie Operating Co. (the “Company,” “we,” “us” or “our” The Merger Agreement and Related Transactions On May 3, 2023, the Company completed its merger with Prairie Operating Co., LLC, a Delaware limited liability company (“Prairie LLC”), pursuant to the terms of the Amended and Restated Agreement and Plan of Merger, dated as of May 3, 2023 (the “Merger Agreement,” and the closing thereunder, the “Closing”), by and among the Company, Merger Sub and Prairie LLC, pursuant to which, among other things, Merger Sub merged with and into Prairie LLC, with Prairie LLC surviving and continuing to exist as a Delaware limited liability company and a wholly owned subsidiary of the Company (the “Merger”). Upon consummation of the Merger, the Company changed its name from “Creek Road Miners, Inc.” to “Prairie Operating Co.” On October 16, 2023, the Company affected a reverse stock split at an exchange ratio of 1:28.5714286 (the “Reverse Stock Split”). Unless otherwise noted, all per share and share amounts presented herein have been retroactively adjusted for the effect of the Reverse Stock Split for all periods presented Upon the Merger, membership interests in Prairie LLC were converted into the right to receive each member’s pro rata share of 2,297,668 The Merger was accounted for as a reverse asset acquisition under existing GAAP (as defined below). For accounting purposes, Prairie LLC was treated as acquiring Merger Sub in the Merger. See Note 4 for further discussion. Accordingly, for accounting purposes, the financial statements of the Company represent a continuation of the financial statements of Prairie LLC with the acquisition being treated as the equivalent of Prairie LLC issuing stock for the net assets of the Company. At the date of the Merger, the assets and liabilities of the Company were recorded based upon relative fair values, with no goodwill or other intangible assets recorded. Description of Business E&P We are an independent oil and gas company focused on the acquisition and development of crude oil, natural gas and natural gas liquids. We currently hold acreage in the DJ Basin of Colorado that we , including the acquisition of the Genesis Bolt-on Assets (as defined herein) in February 2024 and the NRO Acquisition (as defined herein), which was signed in January 2024. Cryptocurrency Mining Our cryptocurrency mining operations commenced on May 3, 2023 concurrent with the Merger. In the three months ended March 31, 2024, we generated all of our revenue through our cryptocurrency mining activities from assets we acquired in the Merger. Upon the closing of the Crypto Sale (as defined below), we e Basis of Presentation The consolidated financial statements included in this Quarterly Report present the Company’s financial position, results of operations and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities and disclosure of contingent assets and liabilities, if any, at the date of the financial statements, and the amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company evaluates subsequent events through the date the financial statements are issued. Liquidity Analysis The Company had a net loss of $ 9.0 4.0 2.5 87.9 We expect that our cash balance will decline until we are able to obtain financing through public or private capital markets and/or upon the exercise of common stock warrants. As of March 31, 2024, the Company had common stock warrants with exercise prices of $ 6.00 27.9 3.9 1.1 The assessment of liquidity and going concern requires the Company to make estimates of future activity and judgments about whether the Company can meet its obligations and has adequate liquidity to operate. Significant assumptions used in the Company’s forecasted model of liquidity in the next 12 months include our current cash position and our ability to manage spending. Based on an assessment of these factors, management believes that the Company will have adequate liquidity for its operations for at least 12 months from the date the Company’s financial statements are issued. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The accompanying financial statements are consolidated and include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, estimates and assumptions made in valuing assets and debt instruments issued in the Merger, and realization of deferred tax assets. Industry Segment and Geographic Information We currently operate in one industry segment, which is the acquisition and development of crude oil, natural gas and natural gas liquids. All of our operations are conducted in the continental United States. Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $ 250,000 The Company does not anticipate incurring any losses related to these credit risks. Cash and cash equivalents Cash and cash equivalents are defined by the Company as short-term, highly liquid investments that have an original maturity of three months or less and deposits in money market mutual funds that are readily convertible into cash. Management considers cash and cash equivalents to have minimal credit and market risk. The Company had $ 4.0 $13.0 Accounts receivable Accounts receivable represents revenue recognized, but for which payment has not yet been received. The Company had no accounts receivable associated with its continuing operations at March 31, 2024 or December 31, 2023. Note receivable Note receivable represents the amount due from the sale of the cryptocurrency mining assets (see Note 1) inclusive of accrued interest. The note receivable balance was $ 951,760 zero Deferred financing costs Deferred financing costs represent costs represent legal costs associated with a future revolving credit facility and future issuance of equity both expected to be completed no later than December 31, 2024 and were $ 10,000 1.0 Property and equipment We follow the successful efforts method of accounting for our oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, expiration of unproved leasehold, delay rentals and exploration overhead are expensed as incurred. All costs related to production, general corporate overhead and similar activities are also expensed as incurred. All property acquisition costs and development costs are capitalized when incurred. Exploratory drilling costs are initially capitalized, or suspended, pending the determination of proved reserves. If proved reserves are found, drilling costs remain capitalized and are classified as proved properties. Costs of unsuccessful wells are charged to exploration expense. For exploratory wells that find reserves that cannot be classified as proved when drilling is completed, costs continue to be capitalized as suspended exploratory drilling costs if there have been sufficient reserves found to justify completion as a producing well and sufficient progress is being made in assessing the reserves and the economic and operational viability of the project. If we determine that future appraisal drilling or development activities are unlikely to occur, associated suspended exploratory well costs are expensed. In some instances, this determination may take longer than one year. We review the status of all suspended exploratory drilling costs quarterly. Costs to develop proved reserves, including the costs of all development wells and related equipment used in the production of natural gas and oil, are capitalized. Costs of drilling and equipping successful wells, costs to construct or acquire facilities, and associated asset retirement costs are depreciated using the unit-of-production (“UOP”) method based on total estimated proved developed oil and natural gas reserves. Costs of acquiring proved properties, including leasehold acquisition costs transferred from unproved properties, are depleted using the UOP method based on total estimated proved developed and undeveloped reserves. Proceeds from the sales of individual oil and natural gas properties and the capitalized costs of individual properties sold or abandoned are credited and charged, respectively, to accumulated depreciation, depletion and amortization, if doing so does not materially impact the depletion rate of an amortization base. Generally, no gain or loss is recognized until an entire amortization base is sold. However, a gain or loss is recognized from the sale of less than an entire amortization base if the disposition is significant enough to materially impact the depletion rate of the remaining properties in the amortization base. When circumstances indicate that the carrying value of proved oil and natural gas properties may not be recoverable, we compare unamortized capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on our estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized costs, the capitalized costs are reduced to fair value. Fair value is generally estimated using the income approach described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 820, Fair Value Measurements. If applicable, we utilize prices and other relevant information generated by market transactions involving assets and liabilities that are identical or comparable to the item being measured as the basis for determining fair value. The expected future cash flows used for impairment reviews and related fair value measurements are typically based on judgmental assessments of commodity prices, pricing adjustments for differentials, operating costs, capital investment plans, future production volumes, and estimated proved reserves, considering all available information at the date of review. These assumptions are applied to develop future cash flow projections that are then discounted to estimated fair value, using a market-based weighted average cost of capital. Leases The Company determines if a contract contains a lease at its inception or as a result of an acquisition. A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (an identified asset) for a period of time in exchange for consideration. A right-of-use asset and corresponding lease liability are recognized on the balance sheet at commencement at an amount based on the present value of the remaining lease payments over the lease term as determined using the implicit rate of the lease. Operating right-of-use assets and operating lease liabilities are presented separately on the consolidated balance sheet. The Company does not have any finance leases as of March 31, 2024 or December 31, 2023. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis, and variable lease payments are recognized in the period as incurred. Certain leases contain both lease and non-lease components. The Company has chosen to account for the lease and non-lease components separately. The Company leases office space and vehicles under non-cancelable operating leases expiring through 2027. Certain lease agreements include options to renew the lease, early terminate the lease or purchase the underlying asset(s). The Company determines the lease term at the lease commencement date as the non-cancelable period of the lease, including options to extend or terminate the lease when such an option is reasonably certain to be exercised. Warrant liabilities The Company evaluates all of its financial instruments, including issued private placement stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to GAAP. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable GAAP. Management’s assessment considers whether the warrants are freestanding financial instruments, whether they meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification. For warrants that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants that are precluded from equity classification, they are recorded as a liability at their fair value on the date of such classification and subject to remeasurement on each balance sheet date with changes in the estimated fair value of the warrants to be recognized in the statements of operations. As of March 31, 2024 and December 31, 2023, the Company had no Commitments and Contingencies The Company recognizes a liability for loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company’s cryptocurrency mining assets that were in service during the three months ended March 31, 2024 until the Crypto Sale were operating under a contract with Atlas Power Hosting, LLC (“Atlas”) whereby Atlas hosted, operated, and managed the Company’s assets (the “Atlas MSA”). The Company received payment in U.S. dollars for the daily net mining revenue representing the dollar value of the cryptocurrency award generated less power and other costs. The Company did not receive or own cryptocurrencies under this contract. Upon the Crypto Sale as described in Note 1, the Company no longer owns cryptocurrency mining assets nor earns cryptocurrency mining revenues. Income taxes We account for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their respective tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. At March 31, 2024, the Company had a full valuation allowance to offset its net deferred tax assets. Discontinued Operations On January 23, 2024, the Company sold all of its Mining Equipment (as defined herein) for consideration consisting of (i) $ 1.0 1.0 (i) 20% of the monthly net revenues received by the buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals $250,000 and (ii) thereafter, 50% of the monthly net revenues received by the buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals the Deferred Purchase Price, plus accrued interest. 1.1 The related assets and liabilities associated with the discontinued operations in our condensed consolidated balance sheets for the three months ended March 31, 2024 and the year ended December 31, 2023, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations are classified as discontinued operations in our condensed consolidated statements of operations and condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023. Earnings (Loss) Per Common Share The two-class method of computing earnings per share is required for entities that have participating securities. The two-class method is an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. Our Series D Preferred Stock and Series E Preferred Stock (each as defined herein) are participating securities. These participating securities do not have a contractual obligation to share in the Company’s losses. Therefore, in periods of net loss, no portion of such losses are allocated to participating securities. Basic earnings (loss) per common share (“EPS”) is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding each period. Dilutive EPS is calculated by dividing adjusted net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding each period, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the diluted EPS calculation consists of (i) Series D Preferred Stock, (ii) Series E Preferred Stock (iii) warrants for common stock and (iv) exercisable common stock options. Diluted EPS reflects the dilutive effect of the participating securities using the two-class method or the treasury stock method, whichever is more dilutive. Basic and diluted earnings (loss) attributable to common stockholders is the same for the three months ended March 31, 2024 because the Company has only incurred losses and all potentially dilutive securities are anti-dilutive. Potentially dilutive securities that were not included in the computation of diluted earnings (loss) attributable to common stockholders at March 31, 2024 because their inclusion would be anti-dilutive are as follows: Schedule of Anti-dilutive Securities Excluded from Earnings Per Share Potentially Dilutive Security Quantity Stated Value Per Share Total Value or Stated Value Assumed Conversion Price Resulting Common Shares Merger Options and restricted stock units (1) 8,547,574 $ — $ — $ — 547,574 Common stock warrants 365,323,672 — — — 12,775,829 Series D preferred stock 19,402 1,000 19,402,130 5.00 3,880,426 Series E preferred stock 20,000 1,000 20,000,000 5.00 4,000,000 Total 21,203,829 (1) Not exercisable or vested as of March 31, 2024 (see Notes 13 and 14). As of and for the three months ended March 31, 2023, there were no potentially dilutive units exercisable and outstanding. Related parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. Recently Issued Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Discontinued Operations
Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 3. Discontinued Operations On January 23, 2024, the Company sold all of its cryptocurrency miners (the “Mining Equipment”) for consideration consisting of (i) $ 1.0 1.0 (i) 20% of the monthly net revenues received by the buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals $250,000 and (ii) thereafter, 50% of the monthly net revenues received by the buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals the Deferred Purchase Price, plus accrued interest. 1.1 The related assets and liabilities associated with the discontinued operations in our condensed consolidated balance sheets for the three months ended March 31, 2024 and the year ended December 31, 2023, are classified as discontinued operations. The major classes of assets included as part of discontinued operations are presented in the table below. Schedule of Assets and Liabilities Associated Discontinued Operations in Financial Statements March 31, 2024 December 31, 2023 Accounts receivable $ — $ 322,655 Property and equipment, net — 3,182,307 Total assets – discontinued operations $ — $ 3,504,962 Additionally, the financial results associated with discontinued operations are classified as discontinued operations in our condensed consolidated statements of operations and condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023. The major classes of line items constituting the loss from discontinued operations are presented in the table below. Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Cryptocurrency mining revenue $ 192,625 $ — Cryptocurrency mining costs (55,063 ) — Depreciation and amortization (102,210 ) — Loss from sale of cryptocurrency mining equipment (1,080,097 ) — Loss from discontinued operations before income taxes (1,044,745 ) — Provision for income taxes — — Net loss from discontinued operations $ (1,044,745 ) $ — |
Acquisitions and Merger
Acquisitions and Merger | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisitions and Merger | Note 4. Acquisitions and Merger NRO Acquisition On January 11, 2024, the Company entered into an asset purchase agreement (the “NRO Agreement”), by and among the Company, Nickel Road Development LLC, Nickel Road Operating, LLC (“NRO”) and Prairie Operating Co., LLC, to acquire certain NRO assets (the “Central Weld Assets”) for total consideration of $ 94.5 83.0 11.5 9 The Company expects the NRO Acquisition to close on or before August 15, 2024, subject to customary closing conditions, with an economic effective date of February 1, 2024. The Company expects to fund the transaction through a combination of public and/or private issuance of common stock, cash on hand, and proceeds from existing warrant exercises. However, there can be no assurances that funding required to close can be attained on or before August 15, 2024. Genesis Bolt-on Acquisition On February 5, 2024, the Company acquired a 1,280-acre drillable spacing unit and eight proved undeveloped drilling locations in the DJ Basin (the “Genesis Bolt-on Assets”) 900,000 Initial Genesis Asset Acquisitions Upon the Merger, the Company consummated the purchase of oil and gas leases from Exok, Inc., an Oklahoma corporation (“Exok”), including all of Exok’s right, title and interest in, to and under certain undeveloped oil and gas leases located in Weld County, Colorado, together with certain other associated assets, data and records, from Exok for $ 3.0 On August 14, 2023, Prairie LLC exercised its option in connection with the initial Exok transaction and purchased oil and gas leases, including all of Exok’s right, title and interest in, to and under certain undeveloped oil and gas leases located in Weld County, Colorado, together with certain other associated assets, data and records, consisting of approximately 20,328 32,695 18.0 670,499 670,499 7.43 Merger with Creek Road Miners, Inc. Under the terms of the Merger, the Company issued 2,297,668 4,423 The purchase price is calculated based on the fair value of the common stock that the Company’s stockholders immediately prior to the Merger own after the Merger and the fair value of the Series D Preferred Stock issued to the holders of the AR Debentures. With no active trading market for membership interests of Prairie LLC, the fair value of the common stock represents a more reliable measure of the fair value of consideration transferred in the Merger and because it is based upon a quoted price in an active market it is a Level 1 fair value calculation. The fair value of the 4,423 The total purchase price and allocated purchase price is summarized as follows: Schedule of Total Purchase Price Number of shares of common stock of the combined company owned by the Company’s stockholders immediately prior to the merger (1) 3,860,898 Multiplied by the fair value per share of common stock (2) $ 2.57 Fair value of the Company’s pre-Merger common stock 9,928,262 Number of shares of Series D Preferred Stock issued to effectuate the Merger 4,423 Multiplied by the fair value per share (3) $ 725.57 Fair value of Series D Preferred Stock issued as consideration 3,209,196 Prairie LLC Transaction costs (4) 2,032,696 Purchase price $ 15,170,154 (1) Represents the historical shares of the common stock outstanding immediately prior to the Closing of the Merger on May 3, 2023. (2) Based on the last reported sale price of the common stock on OTC Capital Markets on May 3, 2023, the closing date of the Merger (the “Closing Date”). (3) Fair value calculated as described above on May 3, 2023. (4) Prairie LLC transaction costs consist primarily of legal expenses incurred by Prairie LLC. The transaction costs have been reflected as an increase in the purchase price. The purchase price for the Merger was allocated to the net assets acquired on the basis of relative fair values. The fair values of the current assets acquired and current liabilities (excluding the convertible debentures) assumed in the Merger were determined to approximate carrying value due to their short-term nature. The fair values of the mining equipment were determined using estimated replacement values of the same or similar equipment and, as such, are Level 3 fair value calculations. The fair value of the secured convertible debentures was calculated as described above. The fair value of the share issuance liability was calculated based on the quoted price of the Company’s common stock and, as such, is a Level 1 measurement on the fair value hierarchy. The following summarizes the allocation of the purchase price to the net assets acquired. Schedule of Allocation of Purchase Price to Net Assets Acquired Purchase Price Allocation: May 3, 2023 Cash and cash equivalents $ 42,360 Accounts receivable 8,014 Prepaid expenses 63,795 Mining equipment (1) 18,140,874 Deposits on mining equipment 2,928,138 Accounts payable and accrued expenses (3,352,389 ) Secured convertible debentures (1,981,000 ) SBA loan payable (150,000 ) Share issuance liability (529,638 ) Net assets acquired $ 15,170,154 (1) In accordance with GAAP for asset acquisitions, the excess purchase price over the fair value of the acquired assets and liabilities was ascribed to the property and equipment acquired. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5. Property and Equipment Property and equipment consisted of the following: Schedule of Property and Equipment March 31, 2024 December 31, 2023 Oil and natural gas properties Proved properties $ — $ — Unproved properties 30,754,390 28,705,404 Total capitalized costs 30,754,390 28,705,404 Less: Accumulated depreciation, depletion and amortization — — Net capitalized costs $ 30,754,390 $ 28,705,404 On August 15, 2023, the Company exercised its option under the Exok Transaction to purchase approximately 20,328 32,695 25.3 18.0 670,499 670,499 7.3 On February 5, 2024, the Company acquired the Genesis Bolt-on Assets for $ 900,000 |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 6. Accounts Payable and Accrued Expenses The following table provides detail of the Company’s accounts payable and accrued expenses for the periods presented: Schedule of Accounts Payable and Accrued Expenses March 31, 2024 December 31, 2023 Accounts payable $ 3,597,981 $ 2,295,575 Accrued legal and accounting fees 1,517,248 200,641 Incentive compensation 2,609,475 1,925,191 Other 761,867 953,087 Accounts payable and accrued expenses $ 8,486,571 $ 5,374,494 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt Amended and Restated Senior Secured Convertible Debentures In connection with the Merger, the Company entered into debentures due December 31, 2023 with each of Bristol Investment Fund, Ltd. (“Bristol”) and Barlock 2019 Fund, LP (“Barlock”), in the principal amount of $ 1,000,000 12 In October 2023, conversion notices were received from holders of the AR Debentures and the Company issued 400,666 SBA Loan Upon the Merger, the Company assumed a loan agreement with the SBA. The loan accrued interest at a rate of 3.75 The Company had no debt outstanding at March 31, 2024 or December 31, 2023. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Leases | Note 8. Leases The Company’s right-of-use assets and lease liabilities are recognized on the accompanying balance sheets based on the present value of the expected lease payments over the lease term. As of March 31, 2024 and December 31, 2023, the Company did not have any finance leases. The following table summarizes the Company’s operating leases: Schedule of Operating Leases Right of Use Asset March 31, 2024 December 31, 2023 Operating Leases Office space $ 196,722 $ — Vehicles 199,289 155,253 Total right-of-use asset $ 396,011 $ 155,253 Office space $ 198,857 $ — Vehicles 182,041 135,706 Total lease liability $ 380,898 $ 135,706 The following table summarizes the components of the Company’s lease costs incurred for the periods below: Schedule of Components of Lease Costs Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Operating lease cost $ 39,271 $ — Short-term lease cost 12,600 — Total lease cost $ 51,871 $ — The Company recognizes operating lease cost on a straight-line basis. Short-term lease costs are recognized as incurred and represent payments for office leases with a lease term of one year or less. The Company’s weighted-average remaining lease terms and discount rates as of March 31, 2024 are as follows: Operating Leases Weighted-average lease term (years) 2.0 Weighted-average discount rate 10.2 % Future commitments by year for the Company’s leases with a lease term of one year or more as of December 31, 2023 are presented in the table below. Such commitments are reflected at undiscounted values and are reconciled to the discounted present value recognized on the accompanying balance sheets as follows: Schedule of Future Commitments of Operating Lease Liabilities Operating Leases 2024 $ 145,165 2025 197,138 2026 82,479 2027 3,737 Total lease payments 428,519 Less: imputed interest (47,621 ) Total lease liability $ 380,898 Supplemental cash flow disclosures related to leases are presented below: Schedule of Supplemental Cash Flow Related to Leases Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities – operating cash flows from operating leases $ 34,383 $ — Right-of-use assets obtained in exchange for operating liabilities $ 270,290 $ — |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 9. Fair Value Measurements Fair value of financial instruments ASC 820, Fair Value Measurements and Disclosures Level 1 valuations bservable inputs that reflect unadjusted quoted prices for identical assets or liabilities in active markets as of the reporting date. Level 2 valuations observable market-based inputs or unobservable inputs that are corroborated by market data. These are inputs other than quoted prices in active markets included in Level 1 that are either directly or indirectly observable as of the reporting date. Level 3 valuations Consist of unobservable inputs that are not corroborated by market data and may be used with internally developed methodologies that result in management’s best estimate of fair value. The carrying values of cash and cash equivalents, accounts receivable, other current assets, accounts payable and other current liabilities on the consolidated balance sheets approximate fair value because of their short-term nature. For debt and warrant liabilities, the following methods and assumptions were used to estimate fair value: There were no assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 or December 31, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies The Company is subject to various litigation, claims and proceedings, that arise in the ordinary course of business. The Company recognizes a liability for such loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. The outcomes of any such currently pending matters are not expected to have a material adverse effect on the Company’s financial position or results of operations. |
Preferred Stock
Preferred Stock | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Preferred Stock | Note 11. Preferred Stock Series D The Company has authorized 50,000 0.01 1,000 5.00 Each share of Series D Preferred Stock is convertible at any time at the option of the holder into the number of shares of common stock determined by dividing the stated value of such share of $ 1,000 5.00 8.50 The Company received an aggregate of $ 17.4 17,376 3,475,250 3,475,250 The Company entered into registration rights agreements with each Series D PIPE Investor whereby the Company is required to pay liquidated damages if the resale of the underlying shares of common stock is not registered by the Securities and Exchange Commission by August 31, 2023. The Company paid a total of $ 548,144 Additionally and upon the Merger, holders of the AR Debentures were issued 4,423 During the three months ended March 31, 2024, there were conversions of 1,225 245,000 19,402 Series E The Company has authorized 50,000 0.01 1,000 5.00 Each share of Series E Preferred Stock is convertible at any time at the option of the holder into the number of shares of common stock determined by dividing the stated value of such share of $ 1,000 5.00 8.50 The Company received an aggregate of $ 20.0 Narrogal Nominees Pty Ltd ATF Gregory K O’Neill Family Trust 20,000 39,615 4,000,000 4,000,000 The Company’s obligations under the Series E Preferred Stock and the Series E PIPE Warrants are secured by a lien on the Exok Option Assets as described under the Deed of Trust, Mortgage, Assignment of As-Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement, dated August 15, 2023 (“Deed of Trust”). Upon commencement of a voluntary bankruptcy proceeding by Prairie LLC or involuntary bankruptcy proceeding against Prairie LLC, the Series E PIPE Investor will have the right and option to proceed with foreclosure and to sell all or any portion of the Exok Option Assets. In the event that no shares of Series E Preferred Stock remain outstanding (whether by conversion, redemption or otherwise) or are no longer beneficially owned or otherwise held by the Series E PIPE Investor (or any of its affiliates), the lien on the Exok Option Assets under the Deed of Trust will be released in accordance with the terms and procedures set forth therein. There have been no conversions of Series E Preferred Stock and there were 20,000 |
Common Stock
Common Stock | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Common Stock | Note 12. Common Stock Holders of our common stock are entitled to one vote per share. Our Amended and Restated Charter (as defined below) does not provide for cumulative voting. Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by our Board out of legally available funds. However, the current policy of our Board is to retain earnings, if any, for our operations and expansion. Upon liquidation, dissolution or winding-up, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for all liabilities. The holders of our common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue. In conjunction with the Closing of the Merger (i) 2,297,669 shares of common stock were issued to the former members of Prairie LLC in exchange for their membership interests in Prairie LLC and (ii) 3,860,898 shares of common stock were deemed issued to former stockholders of Creek Road Miners, Inc. |
Common Stock Options and Warran
Common Stock Options and Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Common Stock Options And Warrants | |
Common Stock Options and Warrants | Note 13. Common Stock Options and Warrants Merger Options On August 31, 2022, Prairie LLC entered into agreements with its members whereby each member was provided non-compensatory options to purchase a 40 1,000,000 80,000 25 2,500 5,000 7,500 10,000 On May 3, 2023, prior to the Closing of the Merger, Prairie LLC entered into a non-compensatory option purchase agreement with its members, Bristol Capital, LLC and BOKA Energy LP, a third-party investor pursuant to which Bristol Capital, LLC and BOKA Energy LP purchased non-compensatory options for $ 24,000 8,000 8,000,000 7.14 2,000,000 On August 30, 2023, the Company, Gary C. Hanna, Edward Kovalik, Bristol Capital LLC and Georgina Asset Management entered into a non-compensatory option purchase agreement, pursuant to which Georgina Asset Management agreed to purchase, and each of the Sellers agreed to sell to Georgina Asset Management for an aggregate purchase price of $ 2,000 200,000 7.14 None of the Merger Options were exercisable at March 31, 2024 or December 31, 2023. Legacy Warrants Upon the Merger, the Company assumed warrants to purchase 53,938 49.71 43,438 53,938 2.1 2.4 Series D PIPE Warrants The Series D PIPE Warrants, upon issuance, provided the warrant holders with the right to purchase an aggregate of 6,950,500 6.00 During the three months ended March 31, 2024, Series D B Warrants to purchase 743,610 4.5 Series D A Warrants providing the right to purchase 3,405,250 656,640 Series E PIPE Warrants The Series E PIPE Warrants provide the warrant holders with the right to purchase 8,000,000 6.00 4,000,000 4,000,000 Exok Warrants The Exok Warrants provide the warrant holders with the right to purchase 670,499 7.43 670,499 |
Long-Term Incentive Compensatio
Long-Term Incentive Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Long-Term Incentive Compensation | Note 14. Long-Term Incentive Compensation The Company’s long-term incentive plan for employees, directors, consultants, and other service providers (as amended from time to time, the “LTIP”) provides for the grant of all or any of the following types of equity-based awards: (i) incentive stock options qualified as such under United States federal income tax laws; (ii) stock options that do not qualify as incentive stock options; (iii) stock appreciation rights; (iv) restricted stock awards; (v) restricted stock units (“RSUs”); (vi) stock awards; (vii) performance awards; (viii) dividend equivalents; (ix) other stock-based awards; (x) cash awards; and (xi) substitute awards. Subject to adjustment in accordance with the terms of the LTIP, 1,225,000 677,426 Stock-Based Compensation The Company’s stock-based compensation is classified as either equity awards or liability awards in accordance with GAAP. The fair value of an equity-classified award is determined at the grant date and is amortized to general and administrative expense on a graded attribution basis over the vesting period of the award. The Company accounts for forfeitures of stock-based compensation awards as they occur. The fair value of a liability-classified award is determined on a quarterly basis beginning at the grant date until final vesting. Changes in the fair value of liability-classified awards are recorded to general and administrative expense over the vesting period of the award. The Company issued RSUs to employees, directors and advisors that (i) cliff-vest on May 3, 2024 (the one-year anniversary of the Merger) (ii) vest one year after the effective date of the applicable consulting agreement, or (iii) vest ratably over three years, on each anniversary date of the Merger beginning with May 3, 2024, as applicable. RSUs granted under the LTIP can immediately vest (A) upon a termination due to (i) death, (ii) disability, or (iii) retirement, or (B) in connection with a change in control; provided that for employee RSU awards, such accelerated vesting upon a change in control only applies to the extent no provision is made in connection with a change in control for the assumption of awards previously granted or there is no substitution of such awards for new awards. To the extent an employee’s RSU award is assumed or substituted in connection with the change in control, if a participant is terminated by the Company without “cause” or the employee terminates for “good reason” (each as defined in the applicable award agreement), then each RSU award will become fully vested. The fair value of RSU awards is based on the stock price of the Company’s common stock as of each relevant date. Pursuant to the terms of the award agreements covering the RSUs granted to employees in August 2023, no adjustment to the number of shares subject to such RSUs was made in connection with the Reverse Stock Split. The Company recognized the following amounts in total related to long-term incentive compensation costs for the three months ended March 31, 2024 and the three months ended March 31, 2023. All such amounts for the three months ended March 31, 2024 relate to awards granted in prior periods. Schedule of Long Term Incentive Compensation Costs Three months ended March 31, 2024 Three months ended March 31, 2023 Long-term incentive compensation $ 2,124,594 $ — Equity-Classified Awards The Company recognized $ 2.1 no Equity-Classified Restricted Stock Units As of March 31, 2024, there was $ 2.7 0.7 Schedule of Restricted Stock Units Number of Units Weighted Average Fair Value Unvested units at December 31, 2023 528,545 $ 14.58 Granted — $ — Vested — $ — Forfeited — $ — Unvested units at March 31, 2024 528,545 $ 14.58 Liability-Classified Awards The Company recognized $ 78,955 no Liability-Classified Restricted Stock Units In August 2023, the Company granted RSUs to directors and an advisor that vest in May 2024 and August 2024, respectively, which are payable 60% in common stock and 40% in either cash or common stock (or a combination thereof), as determined by the Compensation Committee of the Board. 0.03 0.2 The following table summarizes activity related to liability-classified RSUs for the three months ended March 31, 2024: Schedule of Restricted Stock Units Number of Units Weighted Average Fair Value Unvested units at December 31, 2023 19,030 $ 14.71 Granted — $ — Vested — $ — Forfeited — $ — Unvested units at March 31, 2024 19,030 $ 14.71 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events On April 8, 2024, the Company entered into an Amendment and Waiver of Exercise Limitations Letter Agreement (the “Letter Agreement”) with Bristol Investment Fund, Ltd. (“Bristol”), an entity affiliated with Paul L. Kessler, a director of the Company, to amend certain terms of the Series D A Warrants and Series D B Warrants held by Bristol. Each of the Series D PIPE Warrants held by Bristol is subject to a limitation on exercise if as a result of such exercise or conversion, the holder would own more than 4.99% of the outstanding shares of the Company’s common stock, which may be increased by the holder upon written notice to the Company, to any specified percentage not in excess of 9.99% (the “Beneficial Ownership Limitation Ceiling”). The Letter Agreement increases the Beneficial Ownership Limitation Ceiling from 9.99% to 19.99%. Pursuant to the Letter Agreement, Bristol further notified the Company of its intent to immediately increase the Beneficial Ownership Limitation Ceiling to 19.99% and the parties agreed to waive the waiting period with respect to such notice. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying financial statements are consolidated and include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates. These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, estimates and assumptions made in valuing assets and debt instruments issued in the Merger, and realization of deferred tax assets. |
Industry Segment and Geographic Information | Industry Segment and Geographic Information We currently operate in one industry segment, which is the acquisition and development of crude oil, natural gas and natural gas liquids. All of our operations are conducted in the continental United States. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $ 250,000 The Company does not anticipate incurring any losses related to these credit risks. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents are defined by the Company as short-term, highly liquid investments that have an original maturity of three months or less and deposits in money market mutual funds that are readily convertible into cash. Management considers cash and cash equivalents to have minimal credit and market risk. The Company had $ 4.0 $13.0 |
Accounts receivable | Accounts receivable Accounts receivable represents revenue recognized, but for which payment has not yet been received. The Company had no accounts receivable associated with its continuing operations at March 31, 2024 or December 31, 2023. |
Note receivable | Note receivable Note receivable represents the amount due from the sale of the cryptocurrency mining assets (see Note 1) inclusive of accrued interest. The note receivable balance was $ 951,760 zero |
Deferred financing costs | Deferred financing costs Deferred financing costs represent costs represent legal costs associated with a future revolving credit facility and future issuance of equity both expected to be completed no later than December 31, 2024 and were $ 10,000 1.0 |
Property and equipment | Property and equipment We follow the successful efforts method of accounting for our oil and natural gas properties. Under this method, exploration costs such as exploratory geological and geophysical costs, expiration of unproved leasehold, delay rentals and exploration overhead are expensed as incurred. All costs related to production, general corporate overhead and similar activities are also expensed as incurred. All property acquisition costs and development costs are capitalized when incurred. Exploratory drilling costs are initially capitalized, or suspended, pending the determination of proved reserves. If proved reserves are found, drilling costs remain capitalized and are classified as proved properties. Costs of unsuccessful wells are charged to exploration expense. For exploratory wells that find reserves that cannot be classified as proved when drilling is completed, costs continue to be capitalized as suspended exploratory drilling costs if there have been sufficient reserves found to justify completion as a producing well and sufficient progress is being made in assessing the reserves and the economic and operational viability of the project. If we determine that future appraisal drilling or development activities are unlikely to occur, associated suspended exploratory well costs are expensed. In some instances, this determination may take longer than one year. We review the status of all suspended exploratory drilling costs quarterly. Costs to develop proved reserves, including the costs of all development wells and related equipment used in the production of natural gas and oil, are capitalized. Costs of drilling and equipping successful wells, costs to construct or acquire facilities, and associated asset retirement costs are depreciated using the unit-of-production (“UOP”) method based on total estimated proved developed oil and natural gas reserves. Costs of acquiring proved properties, including leasehold acquisition costs transferred from unproved properties, are depleted using the UOP method based on total estimated proved developed and undeveloped reserves. Proceeds from the sales of individual oil and natural gas properties and the capitalized costs of individual properties sold or abandoned are credited and charged, respectively, to accumulated depreciation, depletion and amortization, if doing so does not materially impact the depletion rate of an amortization base. Generally, no gain or loss is recognized until an entire amortization base is sold. However, a gain or loss is recognized from the sale of less than an entire amortization base if the disposition is significant enough to materially impact the depletion rate of the remaining properties in the amortization base. When circumstances indicate that the carrying value of proved oil and natural gas properties may not be recoverable, we compare unamortized capitalized costs to the expected undiscounted pre-tax future cash flows for the associated assets grouped at the lowest level for which identifiable cash flows are independent of cash flows of other assets. If the expected undiscounted pre-tax future cash flows, based on our estimate of future crude oil and natural gas prices, operating costs, anticipated production from proved reserves and other relevant data, are lower than the unamortized capitalized costs, the capitalized costs are reduced to fair value. Fair value is generally estimated using the income approach described in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic (“ASC”) 820, Fair Value Measurements. If applicable, we utilize prices and other relevant information generated by market transactions involving assets and liabilities that are identical or comparable to the item being measured as the basis for determining fair value. The expected future cash flows used for impairment reviews and related fair value measurements are typically based on judgmental assessments of commodity prices, pricing adjustments for differentials, operating costs, capital investment plans, future production volumes, and estimated proved reserves, considering all available information at the date of review. These assumptions are applied to develop future cash flow projections that are then discounted to estimated fair value, using a market-based weighted average cost of capital. |
Leases | Leases The Company determines if a contract contains a lease at its inception or as a result of an acquisition. A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment (an identified asset) for a period of time in exchange for consideration. A right-of-use asset and corresponding lease liability are recognized on the balance sheet at commencement at an amount based on the present value of the remaining lease payments over the lease term as determined using the implicit rate of the lease. Operating right-of-use assets and operating lease liabilities are presented separately on the consolidated balance sheet. The Company does not have any finance leases as of March 31, 2024 or December 31, 2023. Leases with an initial term of twelve months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis, and variable lease payments are recognized in the period as incurred. Certain leases contain both lease and non-lease components. The Company has chosen to account for the lease and non-lease components separately. The Company leases office space and vehicles under non-cancelable operating leases expiring through 2027. Certain lease agreements include options to renew the lease, early terminate the lease or purchase the underlying asset(s). The Company determines the lease term at the lease commencement date as the non-cancelable period of the lease, including options to extend or terminate the lease when such an option is reasonably certain to be exercised. |
Warrant liabilities | Warrant liabilities The Company evaluates all of its financial instruments, including issued private placement stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to GAAP. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable GAAP. Management’s assessment considers whether the warrants are freestanding financial instruments, whether they meet the definition of a liability, and whether the warrants meet all of the requirements for equity classification. For warrants that meet all of the criteria for equity classification, they are recorded as a component of additional paid-in capital at the time of issuance. For warrants that are precluded from equity classification, they are recorded as a liability at their fair value on the date of such classification and subject to remeasurement on each balance sheet date with changes in the estimated fair value of the warrants to be recognized in the statements of operations. As of March 31, 2024 and December 31, 2023, the Company had no |
Commitments and Contingencies | Commitments and Contingencies The Company recognizes a liability for loss contingencies when it believes it is probable a liability has been incurred, and the amount can be reasonably estimated. If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, the Company accrues that amount. When no amount within the range is a better estimate than any other amount the Company accrues the minimum amount in the range. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements: ● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied. The Company’s cryptocurrency mining assets that were in service during the three months ended March 31, 2024 until the Crypto Sale were operating under a contract with Atlas Power Hosting, LLC (“Atlas”) whereby Atlas hosted, operated, and managed the Company’s assets (the “Atlas MSA”). The Company received payment in U.S. dollars for the daily net mining revenue representing the dollar value of the cryptocurrency award generated less power and other costs. The Company did not receive or own cryptocurrencies under this contract. Upon the Crypto Sale as described in Note 1, the Company no longer owns cryptocurrency mining assets nor earns cryptocurrency mining revenues. |
Income taxes | Income taxes We account for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their respective tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. At March 31, 2024, the Company had a full valuation allowance to offset its net deferred tax assets. |
Discontinued Operations | Discontinued Operations On January 23, 2024, the Company sold all of its Mining Equipment (as defined herein) for consideration consisting of (i) $ 1.0 1.0 (i) 20% of the monthly net revenues received by the buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals $250,000 and (ii) thereafter, 50% of the monthly net revenues received by the buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals the Deferred Purchase Price, plus accrued interest. 1.1 The related assets and liabilities associated with the discontinued operations in our condensed consolidated balance sheets for the three months ended March 31, 2024 and the year ended December 31, 2023, are classified as discontinued operations. Additionally, the financial results associated with discontinued operations are classified as discontinued operations in our condensed consolidated statements of operations and condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023. |
Earnings (Loss) Per Common Share | Earnings (Loss) Per Common Share The two-class method of computing earnings per share is required for entities that have participating securities. The two-class method is an earnings allocation formula that determines earnings per share for participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. Our Series D Preferred Stock and Series E Preferred Stock (each as defined herein) are participating securities. These participating securities do not have a contractual obligation to share in the Company’s losses. Therefore, in periods of net loss, no portion of such losses are allocated to participating securities. Basic earnings (loss) per common share (“EPS”) is calculated by dividing net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding each period. Dilutive EPS is calculated by dividing adjusted net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding each period, which includes the effect of potentially dilutive securities. Potentially dilutive securities for the diluted EPS calculation consists of (i) Series D Preferred Stock, (ii) Series E Preferred Stock (iii) warrants for common stock and (iv) exercisable common stock options. Diluted EPS reflects the dilutive effect of the participating securities using the two-class method or the treasury stock method, whichever is more dilutive. Basic and diluted earnings (loss) attributable to common stockholders is the same for the three months ended March 31, 2024 because the Company has only incurred losses and all potentially dilutive securities are anti-dilutive. Potentially dilutive securities that were not included in the computation of diluted earnings (loss) attributable to common stockholders at March 31, 2024 because their inclusion would be anti-dilutive are as follows: Schedule of Anti-dilutive Securities Excluded from Earnings Per Share Potentially Dilutive Security Quantity Stated Value Per Share Total Value or Stated Value Assumed Conversion Price Resulting Common Shares Merger Options and restricted stock units (1) 8,547,574 $ — $ — $ — 547,574 Common stock warrants 365,323,672 — — — 12,775,829 Series D preferred stock 19,402 1,000 19,402,130 5.00 3,880,426 Series E preferred stock 20,000 1,000 20,000,000 5.00 4,000,000 Total 21,203,829 (1) Not exercisable or vested as of March 31, 2024 (see Notes 13 and 14). As of and for the three months ended March 31, 2023, there were no potentially dilutive units exercisable and outstanding. |
Related parties | Related parties The Company follows ASC 850-10, Related Parties, for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Earnings Per Share | Schedule of Anti-dilutive Securities Excluded from Earnings Per Share Potentially Dilutive Security Quantity Stated Value Per Share Total Value or Stated Value Assumed Conversion Price Resulting Common Shares Merger Options and restricted stock units (1) 8,547,574 $ — $ — $ — 547,574 Common stock warrants 365,323,672 — — — 12,775,829 Series D preferred stock 19,402 1,000 19,402,130 5.00 3,880,426 Series E preferred stock 20,000 1,000 20,000,000 5.00 4,000,000 Total 21,203,829 (1) Not exercisable or vested as of March 31, 2024 (see Notes 13 and 14). |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities Associated Discontinued Operations in Financial Statements | The related assets and liabilities associated with the discontinued operations in our condensed consolidated balance sheets for the three months ended March 31, 2024 and the year ended December 31, 2023, are classified as discontinued operations. The major classes of assets included as part of discontinued operations are presented in the table below. Schedule of Assets and Liabilities Associated Discontinued Operations in Financial Statements March 31, 2024 December 31, 2023 Accounts receivable $ — $ 322,655 Property and equipment, net — 3,182,307 Total assets – discontinued operations $ — $ 3,504,962 Additionally, the financial results associated with discontinued operations are classified as discontinued operations in our condensed consolidated statements of operations and condensed consolidated statements of cash flows for the three months ended March 31, 2024 and 2023. The major classes of line items constituting the loss from discontinued operations are presented in the table below. Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Cryptocurrency mining revenue $ 192,625 $ — Cryptocurrency mining costs (55,063 ) — Depreciation and amortization (102,210 ) — Loss from sale of cryptocurrency mining equipment (1,080,097 ) — Loss from discontinued operations before income taxes (1,044,745 ) — Provision for income taxes — — Net loss from discontinued operations $ (1,044,745 ) $ — |
Acquisitions and Merger (Tables
Acquisitions and Merger (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Schedule of Total Purchase Price | The total purchase price and allocated purchase price is summarized as follows: Schedule of Total Purchase Price Number of shares of common stock of the combined company owned by the Company’s stockholders immediately prior to the merger (1) 3,860,898 Multiplied by the fair value per share of common stock (2) $ 2.57 Fair value of the Company’s pre-Merger common stock 9,928,262 Number of shares of Series D Preferred Stock issued to effectuate the Merger 4,423 Multiplied by the fair value per share (3) $ 725.57 Fair value of Series D Preferred Stock issued as consideration 3,209,196 Prairie LLC Transaction costs (4) 2,032,696 Purchase price $ 15,170,154 (1) Represents the historical shares of the common stock outstanding immediately prior to the Closing of the Merger on May 3, 2023. (2) Based on the last reported sale price of the common stock on OTC Capital Markets on May 3, 2023, the closing date of the Merger (the “Closing Date”). (3) Fair value calculated as described above on May 3, 2023. (4) Prairie LLC transaction costs consist primarily of legal expenses incurred by Prairie LLC. The transaction costs have been reflected as an increase in the purchase price. |
Schedule of Allocation of Purchase Price to Net Assets Acquired | Schedule of Allocation of Purchase Price to Net Assets Acquired Purchase Price Allocation: May 3, 2023 Cash and cash equivalents $ 42,360 Accounts receivable 8,014 Prepaid expenses 63,795 Mining equipment (1) 18,140,874 Deposits on mining equipment 2,928,138 Accounts payable and accrued expenses (3,352,389 ) Secured convertible debentures (1,981,000 ) SBA loan payable (150,000 ) Share issuance liability (529,638 ) Net assets acquired $ 15,170,154 (1) In accordance with GAAP for asset acquisitions, the excess purchase price over the fair value of the acquired assets and liabilities was ascribed to the property and equipment acquired. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment March 31, 2024 December 31, 2023 Oil and natural gas properties Proved properties $ — $ — Unproved properties 30,754,390 28,705,404 Total capitalized costs 30,754,390 28,705,404 Less: Accumulated depreciation, depletion and amortization — — Net capitalized costs $ 30,754,390 $ 28,705,404 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | The following table provides detail of the Company’s accounts payable and accrued expenses for the periods presented: Schedule of Accounts Payable and Accrued Expenses March 31, 2024 December 31, 2023 Accounts payable $ 3,597,981 $ 2,295,575 Accrued legal and accounting fees 1,517,248 200,641 Incentive compensation 2,609,475 1,925,191 Other 761,867 953,087 Accounts payable and accrued expenses $ 8,486,571 $ 5,374,494 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases | |
Schedule of Operating Leases Right of Use Asset | Schedule of Operating Leases Right of Use Asset March 31, 2024 December 31, 2023 Operating Leases Office space $ 196,722 $ — Vehicles 199,289 155,253 Total right-of-use asset $ 396,011 $ 155,253 Office space $ 198,857 $ — Vehicles 182,041 135,706 Total lease liability $ 380,898 $ 135,706 |
Schedule of Components of Lease Costs | The following table summarizes the components of the Company’s lease costs incurred for the periods below: Schedule of Components of Lease Costs Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Operating lease cost $ 39,271 $ — Short-term lease cost 12,600 — Total lease cost $ 51,871 $ — 2.0 10.2 |
Schedule of Future Commitments of Operating Lease Liabilities | Schedule of Future Commitments of Operating Lease Liabilities Operating Leases 2024 $ 145,165 2025 197,138 2026 82,479 2027 3,737 Total lease payments 428,519 Less: imputed interest (47,621 ) Total lease liability $ 380,898 |
Schedule of Supplemental Cash Flow Related to Leases | Supplemental cash flow disclosures related to leases are presented below: Schedule of Supplemental Cash Flow Related to Leases Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities – operating cash flows from operating leases $ 34,383 $ — Right-of-use assets obtained in exchange for operating liabilities $ 270,290 $ — |
Long-Term Incentive Compensat_2
Long-Term Incentive Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Restricted Stock Units | The Company recognized the following amounts in total related to long-term incentive compensation costs for the three months ended March 31, 2024 and the three months ended March 31, 2023. All such amounts for the three months ended March 31, 2024 relate to awards granted in prior periods. Schedule of Long Term Incentive Compensation Costs Three months ended March 31, 2024 Three months ended March 31, 2023 Long-term incentive compensation $ 2,124,594 $ — |
Schedule of Restricted Stock Units | Schedule of Restricted Stock Units Number of Units Weighted Average Fair Value Unvested units at December 31, 2023 528,545 $ 14.58 Granted — $ — Vested — $ — Forfeited — $ — Unvested units at March 31, 2024 528,545 $ 14.58 |
Liability Classified Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Restricted Stock Units | The following table summarizes activity related to liability-classified RSUs for the three months ended March 31, 2024: Schedule of Restricted Stock Units Number of Units Weighted Average Fair Value Unvested units at December 31, 2023 19,030 $ 14.71 Granted — $ — Vested — $ — Forfeited — $ — Unvested units at March 31, 2024 19,030 $ 14.71 |
Organization, Description of _2
Organization, Description of Business and Basis of Presentation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |||
May 03, 2023 | May 10, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Net loss | $ 9,037,284 | $ 64,392 | |||
Cash and Cash Equivalents, at Carrying Value | 4,047,773 | $ 13,036,950 | |||
Working capital surplus | 2,500,000 | ||||
Retained Earnings (Accumulated Deficit) | $ 87,890,961 | $ 78,853,677 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 6 | ||||
Proceeds from Issuance of Common Stock | $ 27,900,000 | ||||
Proceeds from warrant exercises | $ 4,461,660 | ||||
Subsequent Event [Member] | |||||
Proceeds from warrant exercises | $ 3,900,000 | ||||
Common Stock [Member] | |||||
Stock Issued During Period, Shares, Conversion of Units | 2,297,668 | 245,000 | |||
Net loss | |||||
Warrant [Member] | Subsequent Event [Member] | |||||
Proceeds from warrant exercises | $ 1,100,000 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Earnings Per Share (Details) | 3 Months Ended | |
Mar. 31, 2024 USD ($) $ / shares shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially Dilutive Security Resulting Common Shares | 21,203,829 | |
Restricted Stock Units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially Dilutive Security Quantity | 8,547,574 | [1] |
Potentially Dilutive Security Stated Value Per Share | $ / shares | [1] | |
Potentially Dilutive Security Total Value or Stated Value | $ | [1] | |
Potentially Dilutive Security Assumed Conversion Price | [1] | |
Potentially Dilutive Security Resulting Common Shares | 547,574 | [1] |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially Dilutive Security Quantity | 8,547,574 | [1] |
Potentially Dilutive Security Stated Value Per Share | $ / shares | [1] | |
Potentially Dilutive Security Total Value or Stated Value | $ | [1] | |
Potentially Dilutive Security Assumed Conversion Price | [1] | |
Potentially Dilutive Security Resulting Common Shares | 547,574 | [1] |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially Dilutive Security Quantity | 365,323,672 | |
Potentially Dilutive Security Stated Value Per Share | $ / shares | ||
Potentially Dilutive Security Total Value or Stated Value | $ | ||
Potentially Dilutive Security Assumed Conversion Price | ||
Potentially Dilutive Security Resulting Common Shares | 12,775,829 | |
Series D Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially Dilutive Security Quantity | 19,402 | |
Potentially Dilutive Security Stated Value Per Share | $ / shares | $ 1,000 | |
Potentially Dilutive Security Total Value or Stated Value | $ | $ 19,402,130 | |
Potentially Dilutive Security Assumed Conversion Price | 5% | |
Potentially Dilutive Security Resulting Common Shares | 3,880,426 | |
Series E Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially Dilutive Security Quantity | 20,000 | |
Potentially Dilutive Security Stated Value Per Share | $ / shares | $ 1,000 | |
Potentially Dilutive Security Total Value or Stated Value | $ | $ 20,000,000 | |
Potentially Dilutive Security Assumed Conversion Price | 5% | |
Potentially Dilutive Security Resulting Common Shares | 4,000,000 | |
[1]Not exercisable or vested as of March 31, 2024 (see Notes 13 and 14). |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jan. 23, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Short-Term Debt [Line Items] | |||
Cash, FDIC Insured Amount | $ 250,000 | ||
Cash and Cash Equivalents, at Carrying Value | 4,047,773 | $ 13,036,950 | |
Note and other receivable | 951,760 | 0 | |
Deferred financing costs | 1,019,222 | ||
Warrants and Rights Outstanding | 0 | $ 0 | |
Cash | $ 1,000,000 | ||
Deferred Revenue, Refund Payments | $ 1,000,000 | ||
Cryptocurrency mining description. | (i) 20% of the monthly net revenues received by the buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals $250,000 and (ii) thereafter, 50% of the monthly net revenues received by the buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals the Deferred Purchase Price, plus accrued interest. | ||
Gain (Loss) on Disposition of Assets | $ 1,100,000 | ||
Future Revolving Credit Facility [Member] | |||
Short-Term Debt [Line Items] | |||
Deferred financing costs | 10,000 | ||
Future Issuance of Equity [Member] | |||
Short-Term Debt [Line Items] | |||
Deferred financing costs | $ 1,000,000 |
Schedule of Assets and Liabilit
Schedule of Assets and Liabilities Associated Discontinued Operations in Financial Statements (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |||
Accounts receivable | $ 322,655 | ||
Property and equipment, net | 3,182,307 | ||
Total assets – discontinued operations | $ 3,504,962 | ||
Cryptocurrency mining revenue | 192,625 | ||
Cryptocurrency mining costs | (55,063) | ||
Depreciation and amortization | (102,210) | ||
Loss from sale of cryptocurrency mining equipment | (1,080,097) | ||
Loss from discontinued operations before income taxes | (1,044,745) | ||
Provision for income taxes | |||
Net loss from discontinued operations | $ (1,044,745) |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) $ in Millions | Jan. 23, 2024 USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Cash | $ 1 |
Deferred Revenue, Refund Payments | $ 1 |
Cryptocurrency mining description | (i) 20% of the monthly net revenues received by the buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals $250,000 and (ii) thereafter, 50% of the monthly net revenues received by the buyer associated with or otherwise attributable to the Mining Equipment until the aggregate amount of such payments equals the Deferred Purchase Price, plus accrued interest. |
Gain (Loss) on Disposition of Assets | $ 1.1 |
Schedule of Total Purchase Pric
Schedule of Total Purchase Price (Details) - USD ($) | Aug. 14, 2023 | May 03, 2023 | |
Business Acquisition [Line Items] | |||
Number of shares of common stock of the combined company owned by the Company's stockholders immediately prior to the merger (1) | 670,499 | ||
Prairie LLC Transaction costs (4) | [1] | $ 2,032,696 | |
Purchase price | $ 15,170,154 | ||
Series D Preferred Stock [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares of Series D Preferred Stock at to effectuate the Merger | 4,423 | ||
Preferred Stock, Redemption Price Per Share | [2] | $ 725.57 | |
Stock Issued During Period, Value, Acquisitions | $ 3,209,196 | ||
Common Stock [Member] | |||
Business Acquisition [Line Items] | |||
Number of shares of common stock of the combined company owned by the Company's stockholders immediately prior to the merger (1) | [3] | 3,860,898 | |
Multiplied by the fair value per share of common stock (2) | [4] | $ 2.57 | |
Fair value of the Company's pre-Merger common stock | $ 9,928,262 | ||
Number of shares of Series D Preferred Stock at to effectuate the Merger | 3,860,898 | ||
[1]Prairie LLC transaction costs consist primarily of legal expenses incurred by Prairie LLC. The transaction costs have been reflected as an increase in the purchase price.[2]Fair value calculated as described above on May 3, 2023.[3]Represents the historical shares of the common stock outstanding immediately prior to the Closing of the Merger on May 3, 2023.[4]Based on the last reported sale price of the common stock on OTC Capital Markets on May 3, 2023, the closing date of the Merger (the “Closing Date”). |
Schedule of Allocation of Purch
Schedule of Allocation of Purchase Price to Net Assets Acquired (Details) | May 03, 2023 USD ($) | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
Cash and cash equivalents | $ 42,360 | |
Accounts receivable | 8,014 | |
Prepaid expenses | 63,795 | |
Mining equipment | 18,140,874 | [1] |
Deposits on mining equipment | 2,928,138 | |
Accounts payable and accrued expenses | (3,352,389) | |
Secured convertible debentures | (1,981,000) | |
SBA loan payable | (150,000) | |
Share issuance liability | (529,638) | |
Net assets acquired | $ 15,170,154 | |
[1]In accordance with GAAP for asset acquisitions, the excess purchase price over the fair value of the acquired assets and liabilities was ascribed to the property and equipment acquired. |
Acquisitions and Merger (Detail
Acquisitions and Merger (Details Narrative) | Feb. 05, 2024 USD ($) | Jan. 11, 2024 USD ($) | Aug. 14, 2023 USD ($) a $ / shares shares | May 03, 2023 USD ($) shares | Mar. 31, 2024 $ / shares |
Business Acquisition [Line Items] | |||||
Gain (Loss) on Disposition of Other Assets | $ 900,000 | ||||
Payments to acquire land held for use | $ 18,000,000 | $ 3,000,000 | |||
Area of land | a | 20,328 | ||||
Number of common stock shares | shares | 670,499 | ||||
Warrants exercise price | $ / shares | $ 6 | ||||
Series D Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares issued during period | shares | 4,423 | ||||
Exok Warrants [Member] | |||||
Business Acquisition [Line Items] | |||||
Warrants to purchase common stock | shares | 670,499 | ||||
Warrants exercise price | $ / shares | $ 7.43 | $ 7.43 | |||
Member Units [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares issued during period | shares | 2,297,668 | ||||
Exok [Member] | |||||
Business Acquisition [Line Items] | |||||
Area of land | a | 32,695 | ||||
Nickel Road Operating Llc Agreement [Member] | Prairie Operating Co LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Asset Acquisition, Price of Acquisition, Expected | $ 83,000,000 | ||||
Asset acquisition deferred cash payments | 11,500,000 | ||||
Escrow Deposit | 9,000,000 | ||||
Nickel Road Operating Llc Agreement [Member] | Prairie Operating Co LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Asset acquisition for total consideration | $ 94,500,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Proved properties | ||
Unproved properties | 30,754,390 | 28,705,404 |
Total capitalized costs | 30,754,390 | 28,705,404 |
Less: Accumulated depreciation, depletion and amortization | ||
Net capitalized costs | $ 30,754,390 | $ 28,705,404 |
Property and Equipment (Details
Property and Equipment (Details Narrative) | Aug. 15, 2023 USD ($) a shares | Aug. 14, 2023 a shares | Feb. 05, 2024 USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Area of Land | a | 20,328 | ||
Stock Issued During Period, Shares, New Issues | shares | 670,499 | ||
Exok [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Area of Land | a | 32,695 | ||
Genesis Bolt-on Assets [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Business combination, acquired assets | $ | $ 900,000 | ||
Exok Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Area of Land | a | 20,328 | ||
Payments to Acquire Productive Assets | $ | $ 25,300,000 | ||
Payments to Acquire Businesses, Gross | $ | $ 18,000,000 | ||
Stock Issued During Period, Shares, New Issues | shares | 670,499 | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares | 670,499 | ||
Stock Issued During Period, Value, New Issues | $ | $ 7,300,000 | ||
Exok Agreement [Member] | Exok [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Area of Land | a | 32,695 |
Schedule of Accounts Payable an
Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 3,597,981 | $ 2,295,575 |
Accrued legal and accounting fees | 1,517,248 | 200,641 |
Incentive compensation | 2,609,475 | 1,925,191 |
Other | 761,867 | 953,087 |
Accounts payable and accrued expenses | $ 8,486,571 | $ 5,374,494 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
Oct. 31, 2023 | Mar. 31, 2024 | |
SBA Loan [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |
AR Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Units | 400,666 | |
Bristol Investment Fund Ltd [Member] | AR Debentures [Member] | ||
Short-Term Debt [Line Items] | ||
Debt Instrument, Issued, Principal | $ 1,000,000 | |
Debt Instrument, Interest Rate During Period | 12% |
Schedule of Operating Leases Ri
Schedule of Operating Leases Right of Use Asset (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total right-of-use asset | $ 396,011 | $ 155,253 |
Total lease liability | 380,898 | 135,706 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total right-of-use asset | 196,722 | |
Total lease liability | 198,857 | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total right-of-use asset | 199,289 | 155,253 |
Total lease liability | $ 182,041 | $ 135,706 |
Schedule of Components of Lease
Schedule of Components of Lease Costs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Operating lease cost | $ 39,271 | |
Short-term lease cost | 12,600 | |
Total lease cost | $ 51,871 |
Schedule of Future Commitments
Schedule of Future Commitments of Operating Lease Liabilities (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases | ||
2024 | $ 145,165 | |
2025 | 197,138 | |
2026 | 82,479 | |
2027 | 3,737 | |
Total lease payments | 428,519 | |
Less: imputed interest | (47,621) | |
Total lease liability | $ 380,898 | $ 135,706 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Related to Leases (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases | ||
Cash paid for amounts included in the measurement of lease liabilities – operating cash flows from operating leases | $ 34,383 | |
Right-of-use assets obtained in exchange for operating liabilities | $ 270,290 |
Leases (Details Narrative)
Leases (Details Narrative) | Mar. 31, 2024 |
Leases | |
Operating Lease, Weighted Average Remaining Lease Term | 2 years |
Operating Lease, Weighted Average Discount Rate, Percent | 10.20% |
Preferred Stock (Details Narrat
Preferred Stock (Details Narrative) - USD ($) | 3 Months Ended | ||||
Aug. 14, 2023 | May 03, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | ||
Class of Stock [Line Items] | |||||
Share price | $ 7.14 | ||||
Stock Issued During Period, Shares, New Issues | 670,499 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | [1] | 3,860,898 | |||
Series D PIPE Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Proceeds from Sale, Property, Held-for-Sale | $ 17,400,000 | ||||
Stock Issued During Period, Shares, New Issues | 17,376 | ||||
Series E PIPE Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Proceeds from Sale, Property, Held-for-Sale | $ 20,000,000 | ||||
Series E PIPE Investor [Member] | Series E A Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,000,000 | ||||
Series E PIPE Investor [Member] | Series E B Warrants [Member] | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,000,000 | ||||
Series D Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Shares Authorized | 50,000 | 50,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||
Preferred stock stated value | $ 1,000 | ||||
Share price | $ 5 | ||||
Liquidated damages of underlying shares | $ 548,144 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 4,423 | ||||
Preferred Stock, Shares Outstanding | 19,402 | 20,627 | |||
Series D Preferred Stock [Member] | Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Conversion of Stock, Shares Converted | 1,225 | ||||
Conversion of Stock, Shares Issued | 245,000 | ||||
Series D Preferred Stock [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Share price | $ 8.50 | ||||
Series D A Warrants [Member] | Series D PIPE Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,475,250 | ||||
Series D B Warrants [Member] | Series D PIPE Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,475,250 | ||||
Series E Preferred Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Preferred Stock, Shares Authorized | 50,000 | 50,000 | |||
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 | |||
Preferred stock stated value | $ 1,000 | ||||
Share price | $ 5 | ||||
Preferred Stock, Shares Outstanding | 20,000 | 20,000 | |||
Series E Preferred Stock [Member] | Series E PIPE Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 39,615 | ||||
Preferred Stock, Shares Outstanding | 20,000 | ||||
[1]Represents the historical shares of the common stock outstanding immediately prior to the Closing of the Merger on May 3, 2023. |
Common Stock (Details Narrative
Common Stock (Details Narrative) - shares | 3 Months Ended | |
May 03, 2023 | Mar. 31, 2024 | |
Member Units [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Units | 2,297,669 | |
Stock Issued During Period, Shares, Acquisitions | 2,297,668 | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Stock Issued During Period, Shares, Conversion of Units | 2,297,668 | 245,000 |
Stock Issued During Period, Shares, Acquisitions | 3,860,898 |
Common Stock Options and Warr_2
Common Stock Options and Warrants (Details Narrative) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 30, 2023 USD ($) $ / shares shares | May 03, 2023 $ / shares shares | Aug. 31, 2022 USD ($) BOED | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2024 USD ($) $ / shares shares | Dec. 31, 2023 shares | Aug. 14, 2023 $ / shares | ||
Non compensatory options to purchase membership interest | 40% | |||||||
Purchase of non compensatory options | $ | $ 1,000,000 | |||||||
Sale of non compensatory options | $ | $ 80,000 | |||||||
Restricted options exercisable increments percentage | 25% | |||||||
Barrels of oil equivalent per day one | BOED | 2,500 | |||||||
Barrels of oil equivalent per day two | BOED | 5,000 | |||||||
Barrels of oil equivalent per day three | BOED | 7,500 | |||||||
Barrels of oil equivalent per day four | BOED | 10,000 | |||||||
Non compensatory options acquire | 8,000,000 | |||||||
Share Price | $ / shares | $ 7.14 | $ 7.14 | ||||||
Options are subject to be transferred | $ | $ 2,000,000 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6 | $ 6 | ||||||
Series D B Warrants [Member] | ||||||||
Class of Warrant or Right, Outstanding | 656,640 | 656,640 | ||||||
Shares, Issued | 743,610 | 743,610 | ||||||
Proceeds from Issuance of Warrants | $ | $ 4,500,000 | |||||||
Series D A Warrants [Member] | ||||||||
Class of Warrant or Right, Outstanding | 3,405,250 | 3,405,250 | ||||||
Warrant [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 53,938 | 53,938 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Period Increase (Decrease), Weighted Average Exercise Price | $ / shares | $ 49.71 | |||||||
Class of Warrant or Right, Outstanding | 43,438 | 43,438 | 53,938 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 2 years 1 month 6 days | 2 years 4 months 24 days | ||||||
Common Stock [Member] | ||||||||
Stock Issued During Period, Shares, Acquisitions | 3,860,898 | |||||||
Shares Issued, Price Per Share | $ / shares | [1] | $ 2.57 | ||||||
Common Stock [Member] | Series D PIPE Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 6,950,500 | 6,950,500 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6 | $ 6 | ||||||
Common Stock [Member] | Series E PIPE Warrants [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 8,000,000 | 8,000,000 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6 | $ 6 | ||||||
Series E A Warrants [Member] | ||||||||
Class of Warrant or Right, Outstanding | 4,000,000 | 4,000,000 | ||||||
Series E B Warrants [Member] | ||||||||
Class of Warrant or Right, Outstanding | 4,000,000 | 4,000,000 | ||||||
Exok Warrants [Member] | ||||||||
Class of Warrant or Right, Outstanding | 670,499 | 670,499 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 7.43 | $ 7.43 | $ 7.43 | |||||
Noncompensatory Option Purchase Agreement [Member] | ||||||||
Stock Issued During Period, Value, Acquisitions | $ | $ 2,000 | |||||||
Stock Issued During Period, Shares, Acquisitions | 200,000 | |||||||
Shares Issued, Price Per Share | $ / shares | $ 7.14 | |||||||
Bristol Capital LLC [Member] | ||||||||
Non compensatory options acquire | $ | $ 24,000 | |||||||
BOKA Energy LP [Member] | ||||||||
Non compensatory options acquire | $ | $ 8,000 | |||||||
[1]Based on the last reported sale price of the common stock on OTC Capital Markets on May 3, 2023, the closing date of the Merger (the “Closing Date”). |
Schedule of Long Term Incentive
Schedule of Long Term Incentive Compensation Costs (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Long term incentive compensation | $ 2,124,594 |
Schedule of Restricted Stock Un
Schedule of Restricted Stock Units (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Equity Classified Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested beginning number of shares | 528,545 |
Unvested beginning weighted average fair value | $ / shares | $ 14.58 |
Unvested granted number of shares | |
Unvested granted weighted average fair value | $ / shares | |
Unvested vested number of shares | |
Unvested vested weighted average fair value | $ / shares | |
Unvested forfeited number of shares | |
Unvested forfeited weighted average fair value | $ / shares | |
Unvested ending number of shares | 528,545 |
Unvested ending weighted average fair value | $ / shares | $ 14.58 |
Unvested forfeited number of shares | |
Liability Classified Restricted Stock Units [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Unvested beginning number of shares | 19,030 |
Unvested beginning weighted average fair value | $ / shares | $ 14.71 |
Unvested granted number of shares | |
Unvested granted weighted average fair value | $ / shares | |
Unvested vested number of shares | |
Unvested vested weighted average fair value | $ / shares | |
Unvested forfeited number of shares | |
Unvested forfeited weighted average fair value | $ / shares | |
Unvested ending number of shares | 19,030 |
Unvested ending weighted average fair value | $ / shares | $ 14.71 |
Unvested forfeited number of shares |
Long-Term Incentive Compensat_3
Long-Term Incentive Compensation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 1,225,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 677,426 | |
Share-Based Payment Arrangement, Noncash Expense | $ 2,066,682 | |
Equity Classified Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Noncash Expense | 2,100,000 | 0 |
Equity Classified Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 2,700,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 8 months 12 days | |
Liability Classified Awards [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Noncash Expense | $ 78,955 | $ 0 |
Liability Classified Restricted Stock Units [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 30,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 2 months 12 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | In August 2023, the Company granted RSUs to directors and an advisor that vest in May 2024 and August 2024, respectively, which are payable 60% in common stock and 40% in either cash or common stock (or a combination thereof), as determined by the Compensation Committee of the Board. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Apr. 08, 2024 |
Warrant [Member] | Letter Agreement [Member] | Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Beneficial ownership limitation | the holder would own more than 4.99% of the outstanding shares of the Company’s common stock, which may be increased by the holder upon written notice to the Company, to any specified percentage not in excess of 9.99% (the “Beneficial Ownership Limitation Ceiling”). The Letter Agreement increases the Beneficial Ownership Limitation Ceiling from 9.99% to 19.99%. Pursuant to the Letter Agreement, Bristol further notified the Company of its intent to immediately increase the Beneficial Ownership Limitation Ceiling to 19.99% and the parties agreed to waive the waiting period with respect to such notice. |