---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-24-003631"
form_type: "8-K"
ticker: "PROP"
cik: "0001162896"
company_name: "Prairie Operating Co."
filed_at: "2024-01-24T23:59:59+00:00"
generated_at: "2026-06-06T19:03:26.627688+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Prairie Operating sells crypto mining equipment for $2M; defers half via revenue sharing

## Summary
- Sold all cryptocurrency miners to Matthew Austin Lerman for $1.0M cash and $1.0M deferred payments.
- Deferred payments structured as 20% (then 50%) of monthly mining revenues until paid, plus 4.37% interest.
- Assigned hosting agreement with Atlas Power Hosting to buyer; buyer assumes related liabilities.
- Sale closed Jan 23, 2024, simultaneously with agreement execution.
- Seller granted security interest in assets and revenues until deferred price paid in full.

## SEC filing metadata
- accession: 0001493152-24-003631
- form_type: 8-K
- ticker: PROP
- cik: 0001162896
- company_name: Prairie Operating Co.
- filed_at: 2024-01-24T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 2.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1162896/000149315224003631/0001493152-24-003631-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1162896/000149315224003631/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-003631
- JSON: https://secwatch.observer/filing/0001493152-24-003631.json
- Plain text: https://secwatch.observer/filing/0001493152-24-003631.txt

## Key facts
- M&A Transactions
  Prairie Operating Co. completed a disposition involving Matthew Austin Lerman for $1.0 million in cash and $1.0 million in deferred cash payments (closed 2024-01-23).
  - Action: disposition
  - Counterparty: Matthew Austin Lerman
  - Consideration: $1.0 million in cash and $1.0 million in deferred cash payments
  - Closing: 2024-01-23
  source text: the Company sold all of its cryptocurrency miners (the “Mining Equipment”) to Buyer (the “Asset Sale”) for consideration consisting of (i) $1.0 million in cash and (ii) $1.0 million in deferred cash payments, to be paid out of (i) 20% of the monthly revenues received by 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 revenues received by 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. The Asset Sale closed on January 23, 2024, simultaneously with the execution of the Purchase Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1162896/000149315224003631/0001493152-24-003631-index.htm
- Material Agreements
  Prairie Operating Co. entered into Asset Purchase Agreement with Matthew Austin Lerman valued at $1.0 million in cash and $1.0 million in deferred cash payments (effective 2024-01-23).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Matthew Austin Lerman
  - Value: $1.0 million in cash and $1.0 million in deferred cash payments
  - Effective: 2024-01-23
  source text: On January 23, 2024, pursuant to an asset purchase agreement (the “Purchase Agreement”), by and between Prairie Operating Co. (the “Company”) and Matthew Austin Lerman (“Buyer”), the Company sold all of its cryptocurrency miners (the “Mining Equipment”) to Buyer (the “Asset Sale”) for consideration consisting of (i) $1.0 million in cash and (ii) $1.0 million in deferred cash payments, to be paid out of (i) 20% of the monthly revenues received by 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 revenues received by 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1162896/000149315224003631/0001493152-24-003631-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.