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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</b></p>

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<p style="font-family: &quot;Times New Roman&quot;; font-size: 18pt; margin: 0pt; text-align: center;"><b>FORM 8-K</b></p>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>CURRENT REPORT<br>
PURSUANT TO SECTION 13 OR 15(D)<br>
OF THE SECURITIES EXCHANGE ACT OF 1934</b></p>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>Date of report (Date of earliest event reported): November 27, 2019</b></p>

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			<p style="font-family: &quot;Times New Roman&quot;; font-size: 18pt; margin: 0pt; text-align: center;"><b>Pure Acquisition Corp.</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>(Exact name of registrant as specified in its charter)</b></p>

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			<td style="vertical-align:bottom;width:33.3%;">&nbsp;</td>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>Delaware</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>001-3</b><b>8454</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>8</b><b>2-3424680</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>(State or other jurisdiction<br>
			of incorporation)</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>(Commission </b><br>
			<b>File Number)</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>(I.R.S. Employer </b><br>
			<b>Identification No.)</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>421 W. 3</b><sup><b>rd</b></sup><b> St.</b><b>, Suite </b><b>1000</b><br>
			<b>Fort Worth, Texas 76102</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>(address of principal executive offices)<br>
			(zip code)</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>(817) 850-9200</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>(Registrant&#8217;s telephone number, including area code)</b></p>
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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;">Securities registered pursuant to Section 12(b) of the Act:</p>

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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>Title of each class</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>Trading Symbol(s)</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>Name of each exchange </b></p>

			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>on which registered</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">Class A Common Stock, par value $0.0001 per share</p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">PACQ</p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">NASDAQ</p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">Warrants, each Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50</p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">PACQW</p>
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			<td style="vertical-align: middle; width: 4%;">&nbsp;</td>
			<td style="vertical-align: bottom; width: 31%;">
			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">NASDAQ</p>
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			<td style="vertical-align: bottom; width: 31%;">&nbsp;</td>
			<td style="vertical-align: middle; width: 4%;">&nbsp;</td>
			<td style="vertical-align: middle; width: 30%;">&nbsp;</td>
			<td style="vertical-align: middle; width: 4%;">&nbsp;</td>
			<td style="vertical-align: middle; width: 31%;">&nbsp;</td>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">Units, each consisting of one share of Class A Common Stock and one-half of one Warrant</p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">PACQU</p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;">NASDAQ</p>
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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</p>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">&#9746;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</p>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">&#9746;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</p>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">&#9744;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</p>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">&#9744;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</p>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (&#167;230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (&#167;240.12b-2 of this chapter). Emerging growth company &#9746;</p>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;">If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. &#9744;</p>

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			<p style="font-family:'Times New Roman', Times, serif;margin-right:0pt;margin-top:0pt;text-align:left;margin-bottom:0pt;font-size:10pt;"><b>Item 1.01</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;margin-right:0pt;margin-top:0pt;text-align:left;margin-bottom:0pt;font-size:10pt;"><b>Entry into a Material Definitive Agreement</b></p>
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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">On November 27, 2019, Pure Acquisition Corp., a Delaware corporation (the &#8220;<i><b>Company</b></i>&#8217;), entered into the HPK Business Combination Agreement and the Grenadier Contribution Agreement, each as defined and described below.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><u><b>HPK </b></u><u><b>Business Combination Agreement</b></u></p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">On November 27, 2019, the Company, HighPeak Energy, Inc., a Delaware corporation and wholly owned subsidiary of the Company (&#8220;<i><b>HighPeak Energy</b></i>&#8221;), Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HighPeak Energy (&#8220;<i><b>MergerSub</b></i>&#8221;), HighPeak Energy, LP, a Delaware limited partnership (&#8220;<i><b>HighPeak I</b></i>&#8221;), HighPeak Energy II, LP, a Delaware limited partnership (&#8220;<i><b>HighPeak II</b></i>&#8221;), HighPeak Energy III, LP, a Delaware limited partnership (&#8220;<i><b>HighPeak III</b></i>&#8221;), HPK Energy, LLC, a Delaware limited liability company (&#8220;<i><b>HPK GP</b></i>&#8221; and, together with HighPeak I, HighPeak II and HighPeak III, the &#8220;<i><b>HPK Contributors</b></i>&#8221;) and the general partner of HPK Energy, LP, a Delaware limited partnership (&#8220;<i><b>HPK</b></i>&#8221;), and solely for the limited purposes specified therein, HighPeak Energy Management, LLC, a Delaware limited liability company, entered into a Business Combination Agreement (the &#8220;<i><b>HPK Business Combination Agreement</b></i>,&#8221; and the transactions contemplated thereby, the &#8220;<i><b>HPK Business Combination</b></i>&#8221;), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) MergerSub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of HighPeak Energy, (ii) each outstanding share of Class A Common Stock and Class B Common Stock of the Company (other than certain shares of Class B Common Stock of the Company held by HighPeak Pure Acquisition, LLC (the Company&#8217;s &#8220;<i><b>Sponsor</b></i>&#8217;) that will be forfeited in connection with the HPK Business Combination) will be converted into the right to receive one share of common stock of HighPeak Energy (&#8220;<i><b>HighPeak Energy common stock</b></i>&#8221;), (iii) HighPeak Energy will succeed to the Company&#8217;s rights and obligations under that certain Warrant Agreement, dated April 12, 2018, between the Company and Continental Stock Transfer &amp; Trust Company, as warrant agent, and the Company&#8217;s warrants will become warrants of HighPeak Energy exercisable for shares of HighPeak Energy common stock, (iv) the HPK Contributors will (a) contribute their limited partner interests in HPK to HighPeak Energy in exchange for HighPeak Energy common stock and the general partner interests in HPK to either HighPeak Energy or a wholly owned subsidiary of HighPeak Energy in exchange for no consideration, and (b) directly or indirectly contribute certain loans with respect to which the Company or HighPeak Energy is the obligor in exchange for shares of HighPeak Energy common stock, (v) all Sponsor Loans (as defined in the HPK Business Combination Agreement), if any, will be cancelled in connection with the HPK Closing (as defined below), and (vi) following the consummation of the transactions contemplated by the Grenadier Contribution Agreement, HighPeak Energy will cause HPK to merge with and into the Company with all interests in HPK being cancelled for no consideration.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><i><b>Representations, Warranties and Covenants; Indemnification</b></i></p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The HPK Business Combination Agreement contains customary representations and warranties by the parties thereto, as more particularly set forth in the HPK Business Combination Agreement. The HPK Business Combination Agreement also contains customary pre-closing covenants of the parties, including the obligation of the Company and its subsidiaries and HPK and its subsidiaries to conduct their respective businesses in the ordinary course and to refrain from taking certain specified actions, subject to certain exceptions, without the prior written consent of certain counterparties to the HPK Business Combination Agreement.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The HPK Business Combination Agreement does not provide for indemnification with respect to any of the representations and warranties of the parties thereto. Under the HPK Business Combination Agreement, the parties have agreed to indemnify one another with respect to such indemnifying party&#8217;s exercise of its access rights under the HPK Business Combination Agreement and such indemnified party&#8217;s cooperation in connection with a registration statement on Form S-4, which will include a prospectus of HighPeak Energy and a proxy statement of the Company, and financing matters. Additionally, HighPeak Energy has agreed to indemnify, following the consummation of the HPK Business Combination (the &#8220;<i><b>HPK Closing</b></i>&#8221;), the directors and officers of HPK and its subsidiaries or such persons as are or were serving at the request of HPK or its subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise against certain claims arising out of such individuals serving in such positions.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><i><b>Conditions to the Parties&#8217; Obligations to Consummate the HPK Business Combination</b></i></p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">Under the HPK Business Combination Agreement, the obligations of the parties to consummate the transactions contemplated thereby are subject to a number of closing conditions, including the following: (i) the expiration of the waiting period (or extension thereof) under the Hart-Scott Rodino Antitrust Improvement Act of 1976 (the &#8220;<i><b>HSR Act</b></i>&#8221;); (ii) the absence of specified adverse laws, injunctions or orders; (iii) the requisite approval by the Company&#8217;s stockholders, and the written consents of the Company, as the sole stockholder of HighPeak Energy, and by HighPeak Energy, as the sole stockholder of MergerSub (which written consents of the Company and HighPeak Energy are to be delivered within 24 hours of execution of the HPK Business Combination Agreement); (iv) the completion of the offer by the Company to redeem shares of Class A Common Stock issued in its initial public offering for cash (the &#8220;<i><b>Offer</b></i>&#8221;) in accordance with the organizational documents of the Company and the terms of the HPK Business Combination Agreement; (v) there being at least $275 million of Available Liquidity (as defined in the HPK Business Combination Agreement); (vi) (a) the readiness, willingness and ability of Grenadier (as defined below) to consummate the transactions under the Grenadier Contribution Agreement, (b)&nbsp;the satisfaction or waiver of the conditions precedent to the obligations of HighPeak Assets II (as defined below) to consummate the transactions under the Grenadier Contribution Agreement and (c)&nbsp;the consummation of the transactions under the Grenadier Contribution Agreement shall occur promptly following the HPK Closing, and in any event, on the same day as the HPK Closing; (vii) the representations and warranties of (a) the HPK Contributors, in the case of the Company, HighPeak Energy and MergerSub, and (b) the Company, HighPeak Energy and MergerSub, in the case of the HPK Contributors, being true and correct, subject to the materiality standards contained in the HPK Business Combination Agreement; (viii) material compliance by (a) the HPK Contributors, in the case of the Company, HighPeak Energy and MergerSub, and (b) the Company, HighPeak Energy and MergerSub, in the case of the HPK Contributors with their respective covenants under the HPK Business Combination Agreement; and (ix) delivery by the other parties of documents and other items required to be delivered by such parties at the HPK Closing. Additionally, the HPK Contributors&#8217; obligations to consummate the transactions contemplated by the HPK Business Combination Agreement are also subject to the conditions that (a) the shares of HighPeak Energy common stock issuable to the HPK Contributors pursuant to the HPK Business Combination Agreement are approved for listing on the New York Stock Exchange (the &#8220;<i><b>NYSE</b></i>&#8221;) or the Nasdaq Capital Market (the &#8220;<i><b>Nasdaq</b></i>&#8221;), subject only to official notice of issuance thereof and (b) the Company shall have transferred, or as of the HPK Closing shall transfer, to HighPeak Energy certain cash (net of payments made in connection with stock redemptions and certain expenses).</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><i><b>Termination Rights</b></i></p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The HPK Business Combination Agreement may be terminated at any time prior to the HPK Closing (i) by mutual written consent of the Company and the HPK Contributors or (ii) by any party upon the occurrence of any of the following: (a) if any governmental entity issues any order, decree, ruling or injunction or takes any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the HPK Business Combination Agreement and such order, decree, ruling or injunction or other action shall have become final and nonappealable or if there shall be adopted any law that makes consummation of the transactions contemplated by the HPK Business Combination Agreement illegal or otherwise prohibited; provided, however, that the right to terminate shall not be available to the terminating party if the failure to fulfill any material covenant or agreement under the HPK Business Combination Agreement by the Company, HighPeak Energy or MergerSub (in the case where the Company, HighPeak Energy or MergerSub is the terminating party) or the HPK Contributors (in the case where an HPK Contributor is the terminating party) has been the cause of or resulted in the circumstances described in the foregoing; (b) in the event that any breach of a representation, warranty or covenant by the Company, HighPeak Energy or MergerSub (in the case where an HPK Contributor is the terminating party) or the HPK Contributors (in the case where the Company, HighPeak Energy or MergerSub is the terminating party) would cause the failure of a condition relating to such matters, and such breach cannot be or has not been cured by the earlier of 30 days after notice is given and February 21, 2020; provided, however, that neither the party terminating nor its affiliates is also in equal breach of the HPK Business Combination Agreement; (c) if, after the final adjournment of the special meeting at which a vote of the Company&#8217;s stockholders has been taken to approve the business combination, the business combination did not receive the requisite votes to be approved; and (d) if the transactions contemplated by the HPK Business Combination Agreement and by each other agreement to be executed and delivered in connection therewith (collectively, the &#8220;<i><b>Transactions</b></i>&#8221;) have not been consummated on or before 5:00 p.m., Houston time on February 21, 2020; provided, however, that the failure to fulfill any material covenant or agreement by the Company, HighPeak Energy or MergerSub (in the case where the Company, HighPeak Energy or MergerSub is the terminating party) or the HPK Contributors (in the case where an HPK Contributor is the terminating party) has been the cause of or resulted in the failure of the consummation of the Transactions on or before such date.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The foregoing description of the HPK Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the HPK Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this &#8220;<i><b>Current Report</b></i>&#8221;) and is incorporated herein by reference.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><u><b>Grenadier Contribution Agreement</b></u></p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">On November 27, 2019, the Company, HighPeak Energy, Grenadier Energy Partners II, LLC, a Delaware limited liability company (&#8220;<i><b>Grenadier</b></i>&#8221;), and HighPeak Energy Assets II, LLC, a Delaware limited liability company and wholly owned subsidiary of HPK (&#8220;<i><b>HighPeak Assets II</b></i>&#8221;), entered into a Contribution Agreement (the &#8220;<i><b>Grenadier Contribution Agreement</b></i>&#8221;). The Grenadier Contribution Agreement amends and restates the Purchase and Sale Agreement, dated June 17, 2019, between Grenadier and HighPeak Assets II, to provide for the acquisition by HighPeak Assets II (the &#8220;<i><b>Grenadier Acquisition</b></i>&#8221; and, together with the HPK Business Combination, the &#8220;<i><b>business combination</b></i>&#8221;) of certain oil and natural gas assets (the &#8220;<i><b>Grenadier Assets</b></i>&#8221;) from Grenadier for aggregate consideration of 15.0 million shares of HighPeak Energy common stock and approximately $465 million in cash, subject to purchase price adjustments. In addition, Grenadier extended the outside closing date for the Grenadier Acquisition to February 21, 2020 in exchange for 760,000 shares of HighPeak Energy common stock and 2,500,000 warrants to purchase shares of HighPeak Energy common stock. The closing under the Grenadier Contribution Agreement is currently expected to occur promptly following HighPeak Energy&#8217;s indirect acquisition of HighPeak Assets II pursuant to the HPK Business Combination Agreement (the &#8220;<i><b>Grenadier Closing</b></i>&#8221; and, together with the HPK Closing, the &#8220;<i><b>Closing</b></i>&#8221;).</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The Grenadier Contribution Agreement contains customary representations and warranties by the parties thereto, as more particularly set forth in the Grenadier Contribution Agreement. The Grenadier Contribution Agreement also contains customary pre-closing covenants of the parties, including the obligation of Grenadier to own and operate the Grenadier Assets in the ordinary course consistent with past practice and to refrain from taking certain specified actions, subject to certain exceptions, without the prior written consent of HighPeak Assets II.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">Under the Grenadier Contribution Agreement, the obligations of the parties to consummate the transactions contemplated thereby are subject to a number of closing conditions, including the following: (i) the representations and warranties of the other party being true and correct, subject to the materiality standards contained in the Grenadier Contribution Agreement; (ii) performance by the other party of all material obligations, covenants and agreements contemplated under the Grenadier Contribution Agreement; (iii) the absence of injunctions or proceedings prohibiting the consummation of the transactions; (iv) the expiration of the waiting period (or extension thereof) under the HSR Act; and (v) delivery by the other parties of documents and other items required to be delivered by such parties at the Grenadier Closing. Additionally Grenadier&#8217;s obligations to consummate the transactions contemplated by the Grenadier Contribution Agreement are also subject to the conditions that (a) certain closing payments and other consideration are delivered at or prior to the Grenadier Closing, (b) the shares of HighPeak Energy common stock deliverable to Grenadier pursuant to the Grenadier Contribution Agreement are authorized for listing on the NYSE or the Nasdaq, subject only to official notice of issuance thereof, (c) the requisite approval by the Company&#8217;s stockholders, (d) the Company shall have at least $5,000,001 of net tangible assets remaining after the closing of the Offer, (e) the completion of the Offer, (f) there has been no amendment to (1) the HPK Business Combination Agreement or (2) except as contemplated by the HPK Business Combination Agreement, the Forward Purchase Agreement in any respect that would adversely affect in any material respect the inherent economics of the securities constituting acquisition consideration under the Grenadier Contribution Agreement, (g) the HPK Closing will occur immediately prior to the Grenadier Closing and (h) there being at least $275 million of Available Liquidity (as defined in the Grenadier Contribution Agreement).</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">Under the Grenadier Contribution Agreement, Grenadier has agreed to indemnify HighPeak Assets II after the Grenadier Closing and for the applicable survival period provided in the Grenadier Contribution Agreement for losses related to (i) certain retained obligations, including: (a) personal injury or death claims occurring during the period of Grenadier&#8217;s ownership or Grenadier&#8217;s or its affiliate&#8217;s operation of the Grenadier Assets prior to the Grenadier Closing; (b) any property damage claims attributable to Grenadier&#8217;s ownership or operatorship of the Grenadier Assets which arise during Grenadier&#8217;s period of ownership of the Grenadier Assets prior to the Grenadier Closing (but excluding any environmental liabilities, losses related to or arising out of title to any of the Grenadier Assets or obligations to properly plug and abandon or re-plug or re-abandon or remove wells, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Grenadier Assets); (c) the mispayment or nonpayment of royalties or other co-interest owner payments owed by Grenadier during Grenadier&#8217;s period of ownership prior to the effective time of the Grenadier Contribution Agreement, including, without limitation, any interest or penalties associated therewith (but excluding any property costs for which the Grenadier acquisition price was adjusted pursuant to the Grenadier Contribution&nbsp;Agreement); (d) certain taxes borne by Grenadier as contemplated by the Grenadier Contribution Agreement; (e) the mispayment or nonpayment of any property costs due and owing by Grenadier to the extent attributable to Grenadier&#8217;s interests in the Grenadier Assets (i) incurred during Grenadier&#8217;s period of ownership prior to the effective time of the Grenadier Contribution Agreement and/or (ii) costs that are incurred to bring certain wells online during periods after the effective time of the Grenadier Contribution Agreement; (f) any offsite disposal prior to the Grenadier Closing by Grenadier or its affiliates of any hazardous material on, in or below any properties not included in the Grenadier Assets; (g) any suit, action, proceeding, lawsuit or other litigation (I) initiated by or filed prior to the Grenadier Closing against Grenadier before a governmental authority relating to the Grenadier Assets to the extent relating to circumstances occurring prior to the Grenadier Closing or (II) filed before or after the Grenadier Closing to the extent (A) Grenadier had knowledge prior to the Grenadier Closing of any written threat of such suit, action, proceeding, lawsuit or litigation and (B) relating to the Grenadier Assets to the extent relating to circumstances prior to the Grenadier Closing (but excluding as to both (I) and (II), any environmental liabilities with respect to the Grenadier Assets or losses related to or arising out of title to any of the Grenadier Assets); (h) any losses attributable to the gross negligence or willful misconduct of Grenadier or its affiliates related to Grenadier&#8217;s ownership or operation of the Grenadier Assets prior to the Grenadier Closing (but excluding any environmental liabilities, losses related to or arising out of title to any of the Grenadier Assets and any taxes); (i) certain liabilities of Grenadier arising out of employment related coverages and plans pursuant to state and/or federal laws, as well as any other liability or obligation regarding Grenadier&#8217;s employment or engagement of any employees or consultants, as applicable, to the extent arising or existing prior to his or her date of hire, in each case, to the extent set forth in the Grenadier Contribution Agreement; (j) any assets excluded from the Grenadier Assets pursuant to the Grenadier Contribution Agreement; (k) those matters carved out in certain schedules to the Grenadier Contribution Agreement; (l) any breach of any &nbsp;covenants surviving the Grenadier Closing; and (m) any breach of any representations or warranties made by Grenadier.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The indemnification obligations of Grenadier set forth above with respect to a breach of any representation or warranty (other than&nbsp;tax-related&nbsp;and fundamental representations and warranties) are subject to a de minimis threshold of $100,000, an aggregate deductible amount of $9,225,000 and a cap equal to $61,500,000. Grenadier&#8217;s aggregate liability under the Grenadier Contribution Agreement is capped at $615 million.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The foregoing description of the Grenadier Contribution Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Grenadier Contribution Agreement, a copy of which is filed as Exhibit 2.2 to this Current Report and is incorporated herein by reference.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><u><b>Sponsor Support Agreement</b></u></p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 36pt;">On November 27, 2019, the Company and Sponsor entered into a Sponsor Support Agreement (the &#8220;<i><b>Support Agreement</b></i>&#8221; and together with the HPK Business Combination Agreement and the Grenadier Contribution Agreement, the &#8220;<i><b>Business Combination Agreements</b></i>&#8221;) as contemplated by the HPK Business Combination Agreement and for the purpose of facilitating the business combination. Pursuant to the Sponsor Support Agreement, Sponsor has agreed to irrevocably transfer to the Company, surrender and forfeit for no consideration, 760,000 shares of the Company&#8217;s Class B Common Stock.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 36pt;">The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><u><b>Other </b></u><u><b>Related</b></u><u><b> Agreements</b></u></p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The Business Combination Agreements contemplate the execution by the parties of various agreements at or before the Closing, including, among others, a stockholders&#8217; agreement, a registration rights agreement&nbsp;relating to the resale of the shares of HighPeak Energy common stock issuable as consideration for the HPK Business Combination and the Grenadier Acquisition and an amended and restated forward purchase agreement.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><i><b>Stockholders&#8217; Agreement</b></i></p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">Concurrently with the Closing, HighPeak Energy, Sponsor, HighPeak Energy Partners, LP, a Delaware limited partnership (&#8220;<i><b>HPEP I</b></i>&#8221;), HighPeak Energy Partners II, LP, a Delaware limited partnership (&#8220;<i><b>HPEP II</b></i>&#8221;), HighPeak Energy Partners III, LP, a Delaware limited partnership (&#8220;<i><b>HPEP III</b></i>&#8221;), HighPeak Warrant, LLC, a Delaware limited liability company and Jack Hightower (&#8220;<i><b>Hightower</b></i>&#8221; and, together with Sponsor, HPEP I, HPEP II and HPEP III, the &#8220;<i><b>Principal Stockholder Group</b></i>&#8221;) will enter into a Stockholders&#8217; Agreement (the &#8220;<i><b>Stockholders&#8217; Agreement</b></i>&#8221;), which will govern certain rights and obligations following the Closing.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">Under the Stockholders&#8217; Agreement, the Principal Stockholder Group will be entitled, based on its percentage ownership of the total HighPeak Energy common stock outstanding immediately following the Closing (the &#8220;<i><b>Original Shares</b></i>&#8221;) and provided that the Original Shares constitutes not less than the percentage of the then-outstanding total voting securities of HighPeak Energy set forth below, to nominate a number of directors for appointment to HighPeak Energy&#8217;s board of directors (the &#8220;<i><b>HighPeak Energy Board</b></i>&#8221;) as follows:</p>

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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">&#9679;</p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">for so long as (i) the Principal Stockholder Group beneficially owns at least 35% of the Original Shares and (ii) the Original Shares constitutes at least 30% of HighPeak Energy&#8217;s then-outstanding voting securities, the Principal Stockholder Group can designate up to four (4) nominees, and if the Principal Stockholder Group beneficially owns 50% or less of the total outstanding voting securities of HighPeak Energy, at least one (1) nominee shall be independent as defined by applicable listing standards;</p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">for so long as (i) the Principal Stockholder Group beneficially owns less than 35% but at least 25% of the Original Shares and (ii) the Original Shares constitutes at least 25% of HighPeak Energy&#8217;s then-outstanding voting securities, the Principal Stockholder Group can designate up to three (3) nominees;</p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">&#9679;</p>
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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">for so long as (i) the Principal Stockholder Group beneficially owns less than 25% but at least 15% of the Original Shares and (ii) the Original Shares constitutes at least 15% of HighPeak Energy&#8217;s then-outstanding voting securities, the Principal Stockholder Group can designate up to two (2) nominees; and</p>
			</td>
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		<tr style="vertical-align: top;">
			<td style="width: 36pt;">&nbsp;</td>
			<td style="width: 27pt;">
			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">&#9679;</p>
			</td>
			<td>
			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:justify;">if (i) the Principal Stockholder Group beneficially owns less than 15% but at least 5% of the Original Shares and (ii) the Original Shares constitutes at least 7.5% of HighPeak Energy&#8217;s then-outstanding voting securities, the Principal Stockholder Group can designate one (1) nominee.</p>
			</td>
		</tr>

</table>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">If at any time the Principal Stockholder Group owns less than 5% of the Original Shares, it will cease to have any rights to designate individuals for nomination to the Company&#8217;s Board.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><i><b>Registration Rights Agreement</b></i></p>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;text-indent:18pt;">Concurrently with the HPK Closing, HighPeak Energy will enter into a Registration Rights Agreement (the &#8220;<i><b>HighPeak</b></i> <i><b>Registration Rights Agreement</b></i>&#8221;) with the members of the Principal Stockholder Group, Grenadier and the Company&#8217;s existing three (3) independent directors, Sylvia K. Barnes, M. Gregory Colvin and Jared S. Sturdivant (such parties being collectively referred to in connection with the Registration Rights Agreement as the &#8220;<i><b>Holders</b></i>&#8221;), pursuant to which HighPeak Energy will be obligated, subject to the terms thereof and in the manner contemplated thereby, to register for resale under the Securities Act of 1933, as amended (the &#8220;<i><b>Securities Act</b></i>&#8221;), all or any portion of the shares of HighPeak Energy common stock that the Holders hold as of the date of the HighPeak Registration Rights Agreement, and that they may acquire thereafter, including upon the conversion, exchange or redemption of any other security therefor (the &#8220;<i><b>Registrable Securities</b></i>&#8221;). HighPeak Energy has agreed to file and cause to become effective a registration statement covering the Registrable Securities held by such Holder making a demand for registration, provided that no fewer than the amount of Registrable Securities representing the lesser of (i) $50 million or (ii) all Registrable Securities owned by such Holder, as applicable, are covered under the Holder&#8217;s demand for registration. Under the HighPeak Registration Rights Agreement, the Holders will also have &#8220;piggyback&#8221; registration rights exercisable at any time that allow them to include the shares of HighPeak Energy common stock that they own in certain registrations initiated by HighPeak Energy. Subject to customary exceptions, Holders will also have the right to request one or more underwritten offerings of Registrable Securities, provided, that, collectively, Holders may not request more than one underwritten offering in any three month period and each such offering include a number of Registrable Securities equal to the lesser of (i) $50 million and (ii) all of the Registrable Securities owned by such Holders as of the date of the request. In the event that the sale of registered securities under a registration statement would require disclosure of certain material&nbsp;non-public&nbsp;information not otherwise required to be disclosed, HighPeak Energy may postpone the effectiveness of the applicable registration statement or require the suspension of sales thereunder. HighPeak Energy may not delay or suspend a registration statement on more than two (2) occasions for more than sixty (60)&nbsp;consecutive calendar days or more than ninety (90)&nbsp;total calendar days, in each case, during any twelve (12)&nbsp;month period.</p>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><i><b>Amended and Restated Forward Purchase Agreement</b></i></p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">On April 12, 2018, the Company entered into that certain &nbsp;Forward Purchase Agreement (the &#8220;<i><b>Original Forward Purchase Agreement</b></i>&#8221;) with HPEP I, an affiliate of Sponsor, pursuant to which HPEP I agreed to purchase up to 15,000,000 shares of Class A Common Stock of the Company and 7,500,000 warrants for $10.00 per unit, for an aggregate purchase price of $150,000,000 in a private placement which would close immediately prior to the HPK Closing. In connection with its entry into the Business Combination Agreements, the Company also agreed to enter into that certain Amended and Restated Forward Purchase Agreement (the &#8220;<i><b>A&amp;R Forward Purchase Agreement</b></i>&#8221;), pursuant to which, among other things, HPEP I will assign its rights and obligations under the Original Forward Purchase Agreement to HPEP II and HPEP III, the Company will assign its rights and obligations under the Original Forward Purchase Agreement to HighPeak Energy and the maximum number of warrants to be purchased thereunder will be reduced to 5,000,000.</p>

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			<p style="margin: 0pt; text-align: left; font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt;"><b>Item 3.01</b></p>
			</td>
			<td>
			<p style="margin: 0pt; text-align: left; font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt;"><b>Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing</b></p>
			</td>
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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt 7.2pt;text-align:left;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The Company&#8217;s Class A Common Stock and warrants are currently listed for trading on the Nasdaq under the symbols &#8220;PACQ&#8221; and &#8220;PACQW,&#8221; respectively. In addition, certain of the Company&#8217;s shares of Class A common stock and warrants currently trade as units consisting of one share of Class A Common Stock and one-half of one warrant, and are also listed for trading on the Nasdaq under the symbol &#8220;PACQU.&#8221; As a result of the business combination, and pursuant to that certain Warrant Agreement, the Company&#8217;s warrants will become warrants of HighPeak Energy and exercisable for shares of HighPeak Energy common stock. In connection with the Closing, (i) the Company&#8217;s units will automatically separate into the component securities and will no longer trade as a separate security, (ii) all of the Company&#8217;s common stock, units and warrants will be delisted from the Nasdaq and will cease to be publicly traded and (iii) HighPeak Energy will list its common stock and warrants for trading on the NYSE under the symbols &#8220;HPK&#8221; and &#8220;HPKWS,&#8221; respectively.</p>

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			<p style="font-family:'Times New Roman', Times, serif;margin-right:0pt;margin-top:0pt;text-align:left;margin-bottom:0pt;font-size:10pt;"><b>Item 7.01</b></p>
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			<td style="vertical-align:top;">
			<p style="font-family:'Times New Roman', Times, serif;margin-right:0pt;margin-top:0pt;text-align:left;margin-bottom:0pt;font-size:10pt;"><b>Regulation FD Disclosure</b></p>
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<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">On November 27, 2019, the Company announced that they had entered into the Business Combination Agreements. A copy of the press release is furnished as Exhibit 99.1 hereto.</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">On November 27, 2019, the Company provided information regarding the proposed business combination in an investor presentation, a copy of which is furnished as Exhibit 99.2 hereto.</p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;text-indent:18pt;">The information furnished in this Item 7.01 (including the exhibits) shall not be deemed to be &#8220;filed&#8221; for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the &#8220;<i><b>Exchange Act</b></i>&#8221;), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.</p>

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			<p style="font-family:'Times New Roman', Times, serif;margin-right:0pt;margin-top:0pt;text-align:left;margin-bottom:0pt;font-size:10pt;"><b>Item 9.01</b></p>
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			<p style="font-family:'Times New Roman', Times, serif;margin-right:0pt;margin-top:0pt;text-align:left;margin-bottom:0pt;font-size:10pt;"><b>Financial Statements and Exhibits</b></p>
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<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><b>(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits. </b>The following exhibits are filed with this Form 8-K:</p>

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			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>Exhibit No.</b></p>
			</td>
			<td style="vertical-align: bottom; width: 1%;">&nbsp;</td>
			<td style="vertical-align: bottom; width: 90%; border-bottom: thin solid rgb(0, 0, 0);">
			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>Description of Exhibits</b></p>
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			<td style="vertical-align: top; width: 9%;">
			<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: center;">2.1*</p>
			</td>
			<td style="vertical-align: top; width: 1%;">&nbsp;</td>
			<td style="vertical-align: top; width: 90%;">
			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><a href="ex_164443.htm" style="-sec-extract:exhibit;">Business Combination Agreement, dated November 27, 2019, by and among Pure Acquisition Corp., HighPeak Energy, Inc., Pure Acquisition Merger Sub, Inc., HighPeak Energy, LP, HighPeak Energy II, LP, HighPeak Energy III, LP, HPK Energy, LLC and, solely for limited purposes specified therein, HighPeak Energy Management, LLC</a></p>
			</td>
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			<td style="vertical-align: top; width: 9%;">&nbsp;</td>
			<td style="vertical-align: top; width: 1%;">&nbsp;</td>
			<td style="vertical-align: top; width: 90%;">&nbsp;</td>
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			<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: center;">2.2*</p>
			</td>
			<td style="vertical-align: top; width: 1%;">&nbsp;</td>
			<td style="vertical-align: top; width: 90%;">
			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><a href="ex_165743.htm" style="-sec-extract:exhibit;">Contribution Agreement, dated November 27, 2019, by and among HighPeak Energy Assets II, LLC, Grenadier Energy Partners II, LLC, Pure Acquisition Corp. and HighPeak Energy, Inc.</a></p>
			</td>
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			<td style="vertical-align: top; width: 9%;">&nbsp;</td>
			<td style="vertical-align: top; width: 1%;">&nbsp;</td>
			<td style="vertical-align: top; width: 90%;">&nbsp;</td>
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			<td style="vertical-align: top; width: 9%; text-align: center;">10.1</td>
			<td style="vertical-align: top; width: 1%;">&nbsp;</td>
			<td style="vertical-align: top; width: 90%;"><a href="ex_165811.htm" style="-sec-extract:exhibit;">Sponsor Support Agreement, dated November 27, 2019, by and between Pure Acquisition Corp. and HighPeak Pure Acquisition, LLC</a></td>
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			<td style="vertical-align: top; width: 9%;">&nbsp;</td>
			<td style="vertical-align: top; width: 1%;">&nbsp;</td>
			<td style="vertical-align: top; width: 90%;">&nbsp;</td>
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			<td style="vertical-align: top; width: 9%;">
			<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: center;">99.1</p>
			</td>
			<td style="vertical-align: top; width: 1%;">&nbsp;</td>
			<td style="vertical-align: top; width: 90%;">
			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><a href="ex_165744.htm" style="-sec-extract:exhibit;">Press Release, dated November 27, 2019</a></p>
			</td>
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			<td style="vertical-align: top; width: 9%;">&nbsp;</td>
			<td style="vertical-align: top; width: 1%;">&nbsp;</td>
			<td style="vertical-align: top; width: 90%;">&nbsp;</td>
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			<td style="vertical-align: top; width: 9%;">
			<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: center;">99.2</p>
			</td>
			<td style="vertical-align: top; width: 1%;">&nbsp;</td>
			<td style="vertical-align: top; width: 90%;">
			<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><a href="ex_164194.htm" style="-sec-extract:exhibit;">Investor Presentation, dated November 27, 2019</a></p>
			</td>
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			<td>
			<p style="margin: 0pt; text-align: left; font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt;">Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the U.S. Securities and Exchange Commission (the &#8220;<i><b>SEC</b></i>&#8221;) upon request.</p>
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</table>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><u><b>Legend Information</b></u></p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><b>Forward-Looking Statements</b></p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The information included herein and in any oral statements made in connection herewith include &#8220;forward-looking statements&#8221; within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included in this Current Report, regarding the proposed merger of MergerSub into the Company and the proposed contribution of the partnership interests in HPK to HighPeak Energy, HighPeak Energy&#8217;s and the Company&#8217;s ability to consummate the transaction, including raising an adequate amount of equity and debt financing, the benefits of the transaction and HighPeak Energy&#8217;s future financial performance following the transaction, as well as the Company&#8217;s and HighPeak Energy&#8217;s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this Current Report herein, including any oral statements made in connection herewith, the words &#8220;could,&#8221; &#8220;should,&#8221; &#8220;will,&#8221; &#8220;may,&#8221; &#8220;believe,&#8221; &#8220;anticipate,&#8221; &#8220;intend,&#8221; &#8220;estimate,&#8221; &#8220;expect,&#8221; &#8220;project,&#8221; the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management&#8217;s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company and HighPeak Energy disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Current Report. The Company and HighPeak Energy caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company and HighPeak Energy, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. These risks include, but are not limited to, commodity price volatility, low prices for oil and/or natural gas, global economic conditions, inflation, increased operating costs, lack of availability of drilling and production equipment, supplies, services and qualified personnel, certificates related to new technologies, geographical concentration of operations, environmental risks, weather risks, security risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating oil and natural gas reserves and in projecting future rates of production, reductions in cash flow, lack of access to capital, HighPeak Energy&#8217;s ability to satisfy future cash obligations, restrictions in existing or future debt agreements, the timing of development expenditures, managing growth and integration of acquisitions, failure to realize expected value creation from property acquisitions, title defects and limited control over non-operated properties. Should one or more of the risks or uncertainties described in this Current Report and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the Company&#8217;s and HighPeak Energy&#8217;s expectations and projections can be found in the Company&#8217;s periodic filings with the SEC, including the Company&#8217;s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The Company&#8217;s SEC Filings are available publicly on the SEC&#8217;s website at <i>www.sec.gov</i>.</p>

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<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin: 0pt; text-align: left">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><b>No Offer or Solicitation</b></p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt;">&nbsp;</p>

<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;text-indent:18pt;">This Current Report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.</p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><b>Important Information For Investors and Stockholders</b></p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;text-indent:18pt;">In connection with the proposed business combination, HighPeak Energy will file with the SEC a registration statement on Form S-4, which will include a prospectus of HighPeak Energy and a proxy statement of the Company. The Company and HighPeak Energy also plan to file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of the Company. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Company and HighPeak Energy once such documents are filed with the SEC, through the website maintained by the SEC at <i>www.sec.gov</i>. In addition, stockholders will be able to obtain free copies of the proxy statement/prospectus by directing a request to: Pure Acquisition Corp., 421 W. 3<sup>rd</sup> St., Suite 1000, Fort Worth, Texas 76102, email: IR@highpeakenergy.com, Attn: Investor Relations.</p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left;"><b>Participants in the Solicitation</b></p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The Company, HighPeak Energy, Grenadier and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company&#8217;s shareholders in connection with the proposed transactions. Information about the directors and executive officers of the Company is set forth in the Company&#8217;s Annual Report on Form 10-K which was filed with the SEC on February 8, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.</p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;"><b>Additional Information About the Business Combination and Where to Find It</b></p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">In connection with the proposed business combination, HighPeak Energy will file a registration statement on Form S-4, which will include a prospectus of HighPeak Energy and a proxy statement of the Company, with the SEC. Additionally, the Company and HighPeak Energy will file other relevant materials with the SEC in connection with the proposed merger of MergerSub into the Company and the proposed contribution of the partnership interests in HPK to HighPeak Energy. The materials to be filed by the Company and HighPeak Energy with the SEC may be obtained free of charge at the SEC&#8217;s web site at <i>www.sec.gov</i>. Investors and security holders of the Company are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.</p>

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<p style="font-family: &quot;Times New Roman&quot;, Times, serif; font-size: 10pt; margin: 0pt; text-align: left; text-indent: 18pt;">The Company, HighPeak Energy, Grenadier and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of the Company&#8217;s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company&#8217;s executive officers and directors in the solicitation by reading the Company&#8217;s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of the Company&#8217;s and HighPeak Energy&#8217;s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.</p>

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<div id="PGNUM" style="text-align: center; width: 100%">7</div>

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<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><b>SIGNATURE</b></p>

<p style="font-family: 'Times New Roman', Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">&nbsp;</p>

<p style="font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:left;text-indent:18pt;">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</p>

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			<p style="margin-top: 0; margin-bottom: 0;"><font style="font-family: 'Times New Roman', Times, serif; font-size: 10pt">&nbsp;</font></p>
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			<p style="margin-top: 0; margin-bottom: 0;">Pure Acquisition Corp.<font style="font-family: 'Times New Roman', Times, serif; font-size: 10pt">&nbsp;</font></p>
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			<p style="margin-top: 0; margin-bottom: 0;">Date: November 27, 2019<font style="font-family: 'Times New Roman', Times, serif; font-size: 10pt">&nbsp;</font></p>
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			<p style="margin-top: 0; margin-bottom: 0;"><font style="font-family: 'Times New Roman', Times, serif; font-size: 10pt">By: </font></p>
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			<p style="margin-top: 0; margin-bottom: 0;"><font style="font-family: 'Times New Roman', Times, serif; font-size: 10pt">/s/&nbsp;</font>Steven W. Tholen</p>
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			<p style="margin-top: 0; margin-bottom: 0;">Name:&nbsp;<font style="font-family: 'Times New Roman', Times, serif; font-size: 10pt">&nbsp;</font></p>
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			<p style="margin-top: 0; margin-bottom: 0;">Steven W. Tholen<font style="font-family: 'Times New Roman', Times, serif; font-size: 10pt">&nbsp;</font></p>
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			<p style="margin-top: 0; margin-bottom: 0;">Title:<font style="font-family: 'Times New Roman', Times, serif; font-size: 10pt">&nbsp;</font></p>
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			<p style="margin-top: 0; margin-bottom: 0;">Chief Financial Officer<font style="font-family: 'Times New Roman', Times, serif; font-size: 10pt">&nbsp;</font></p>
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pacq20191110_8k.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 27, 2019
Pure Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
001-3
8454
8
2-3424680
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
421 W. 3
rd
St.
, Suite
1000
Fort Worth, Texas 76102
(address of principal executive offices)
(zip code)
(817) 850-9200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange
on which registered
Class A Common Stock, par value $0.0001 per share
PACQ
NASDAQ
Warrants, each Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
PACQW
NASDAQ
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
PACQU
NASDAQ
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒     Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐     Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
Entry into a Material Definitive Agreement
On November 27, 2019, Pure Acquisition Corp., a Delaware corporation (the "
Company
'), entered into the HPK Business Combination Agreement and the Grenadier Contribution Agreement, each as defined and described below.
HPK
Business Combination Agreement
On November 27, 2019, the Company, HighPeak Energy, Inc., a Delaware corporation and wholly owned subsidiary of the Company ("
HighPeak Energy
"), Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HighPeak Energy ("
MergerSub
"), HighPeak Energy, LP, a Delaware limited partnership ("
HighPeak I
"), HighPeak Energy II, LP, a Delaware limited partnership ("
HighPeak II
"), HighPeak Energy III, LP, a Delaware limited partnership ("
HighPeak III
"), HPK Energy, LLC, a Delaware limited liability company ("
HPK GP
" and, together with HighPeak I, HighPeak II and HighPeak III, the "
HPK Contributors
") and the general partner of HPK Energy, LP, a Delaware limited partnership ("
HPK
"), and solely for the limited purposes specified therein, HighPeak Energy Management, LLC, a Delaware limited liability company, entered into a Business Combination Agreement (the "
HPK Business Combination Agreement
," and the transactions contemplated thereby, the "
HPK Business Combination
"), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) MergerSub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of HighPeak Energy, (ii) each outstanding share of Class A Common Stock and Class B Common Stock of the Company (other than certain shares of Class B Common Stock of the Company held by HighPeak Pure Acquisition, LLC (the Company's "
Sponsor
') that will be forfeited in connection with the HPK Business Combination) will be converted into the right to receive one share of common stock of HighPeak Energy ("
HighPeak Energy common stock
"), (iii) HighPeak Energy will succeed to the Company's rights and obligations under that certain Warrant Agreement, dated April 12, 2018, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, and the Company's warrants will become warrants of HighPeak Energy exercisable for shares of HighPeak Energy common stock, (iv) the HPK Contributors will (a) contribute their limited partner interests in HPK to HighPeak Energy in exchange for HighPeak Energy common stock and the general partner interests in HPK to either HighPeak Energy or a wholly owned subsidiary of HighPeak Energy in exchange for no consideration, and (b) directly or indirectly contribute certain loans with respect to which the Company or HighPeak Energy is the obligor in exchange for shares of HighPeak Energy common stock, (v) all Sponsor Loans (as defined in the HPK Business Combination Agreement), if any, will be cancelled in connection with the HPK Closing (as defined below), and (vi) following the consummation of the transactions contemplated by the Grenadier Contribution Agreement, HighPeak Energy will cause HPK to merge with and into the Company with all interests in HPK being cancelled for no consideration.
1
Representations, Warranties and Covenants; Indemnification
The HPK Business Combination Agreement contains customary representations and warranties by the parties thereto, as more particularly set forth in the HPK Business Combination Agreement. The HPK Business Combination Agreement also contains customary pre-closing covenants of the parties, including the obligation of the Company and its subsidiaries and HPK and its subsidiaries to conduct their respective businesses in the ordinary course and to refrain from taking certain specified actions, subject to certain exceptions, without the prior written consent of certain counterparties to the HPK Business Combination Agreement.
The HPK Business Combination Agreement does not provide for indemnification with respect to any of the representations and warranties of the parties thereto. Under the HPK Business Combination Agreement, the parties have agreed to indemnify one another with respect to such indemnifying party's exercise of its access rights under the HPK Business Combination Agreement and such indemnified party's cooperation in connection with a registration statement on Form S-4, which will include a prospectus of HighPeak Energy and a proxy statement of the Company, and financing matters. Additionally, HighPeak Energy has agreed to indemnify, following the consummation of the HPK Business Combination (the "
HPK Closing
"), the directors and officers of HPK and its subsidiaries or such persons as are or were serving at the request of HPK or its subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise against certain claims arising out of such individuals serving in such positions.
Conditions to the Parties' Obligations to Consummate the HPK Business Combination
Under the HPK Business Combination Agreement, the obligations of the parties to consummate the transactions contemplated thereby are subject to a number of closing conditions, including the following: (i) the expiration of the waiting period (or extension thereof) under the Hart-Scott Rodino Antitrust Improvement Act of 1976 (the "
HSR Act
"); (ii) the absence of specified adverse laws, injunctions or orders; (iii) the requisite approval by the Company's stockholders, and the written consents of the Company, as the sole stockholder of HighPeak Energy, and by HighPeak Energy, as the sole stockholder of MergerSub (which written consents of the Company and HighPeak Energy are to be delivered within 24 hours of execution of the HPK Business Combination Agreement); (iv) the completion of the offer by the Company to redeem shares of Class A Common Stock issued in its initial public offering for cash (the "
Offer
") in accordance with the organizational documents of the Company and the terms of the HPK Business Combination Agreement; (v) there being at least $275 million of Available Liquidity (as defined in the HPK Business Combination Agreement); (vi) (a) the readiness, willingness and ability of Grenadier (as defined below) to consummate the transactions under the Grenadier Contribution Agreement, (b) the satisfaction or waiver of the conditions precedent to the obligations of HighPeak Assets II (as defined below) to consummate the transactions under the Grenadier Contribution Agreement and (c) the consummation of the transactions under the Grenadier Contribution Agreement shall occur promptly following the HPK Closing, and in any event, on the same day as the HPK Closing; (vii) the representations and warranties of (a) the HPK Contributors, in the case of the Company, HighPeak Energy and MergerSub, and (b) the Company, HighPeak Energy and MergerSub, in the case of the HPK Contributors, being true and correct, subject to the materiality standards contained in the HPK Business Combination Agreement; (viii) material compliance by (a) the HPK Contributors, in the case of the Company, HighPeak Energy and MergerSub, and (b) the Company, HighPeak Energy and MergerSub, in the case of the HPK Contributors with their respective covenants under the HPK Business Combination Agreement; and (ix) delivery by the other parties of documents and other items required to be delivered by such parties at the HPK Closing. Additionally, the HPK Contributors' obligations to consummate the transactions contemplated by the HPK Business Combination Agreement are also subject to the conditions that (a) the shares of HighPeak Energy common stock issuable to the HPK Contributors pursuant to the HPK Business Combination Agreement are approved for listing on the New York Stock Exchange (the "
NYSE
") or the Nasdaq Capital Market (the "
Nasdaq
"), subject only to official notice of issuance thereof and (b) the Company shall have transferred, or as of the HPK Closing shall transfer, to HighPeak Energy certain cash (net of payments made in connection with stock redemptions and certain expenses).
2
Termination Rights
The HPK Business Combination Agreement may be terminated at any time prior to the HPK Closing (i) by mutual written consent of the Company and the HPK Contributors or (ii) by any party upon the occurrence of any of the following: (a) if any governmental entity issues any order, decree, ruling or injunction or takes any other action permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the HPK Business Combination Agreement and such order, decree, ruling or injunction or other action shall have become final and nonappealable or if there shall be adopted any law that makes consummation of the transactions contemplated by the HPK Business Combination Agreement illegal or otherwise prohibited; provided, however, that the right to terminate shall not be available to the terminating party if the failure to fulfill any material covenant or agreement under the HPK Business Combination Agreement by the Company, HighPeak Energy or MergerSub (in the case where the Company, HighPeak Energy or MergerSub is the terminating party) or the HPK Contributors (in the case where an HPK Contributor is the terminating party) has been the cause of or resulted in the circumstances described in the foregoing; (b) in the event that any breach of a representation, warranty or covenant by the Company, HighPeak Energy or MergerSub (in the case where an HPK Contributor is the terminating party) or the HPK Contributors (in the case where the Company, HighPeak Energy or MergerSub is the terminating party) would cause the failure of a condition relating to such matters, and such breach cannot be or has not been cured by the earlier of 30 days after notice is given and February 21, 2020; provided, however, that neither the party terminating nor its affiliates is also in equal breach of the HPK Business Combination Agreement; (c) if, after the final adjournment of the special meeting at which a vote of the Company's stockholders has been taken to approve the business combination, the business combination did not receive the requisite votes to be approved; and (d) if the transactions contemplated by the HPK Business Combination Agreement and by each other agreement to be executed and delivered in connection therewith (collectively, the "
Transactions
") have not been consummated on or before 5:00 p.m., Houston time on February 21, 2020; provided, however, that the failure to fulfill any material covenant or agreement by the Company, HighPeak Energy or MergerSub (in the case where the Company, HighPeak Energy or MergerSub is the terminating party) or the HPK Contributors (in the case where an HPK Contributor is the terminating party) has been the cause of or resulted in the failure of the consummation of the Transactions on or before such date.
The foregoing description of the HPK Business Combination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the HPK Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this "
Current Report
") and is incorporated herein by reference.
Grenadier Contribution Agreement
On November 27, 2019, the Company, HighPeak Energy, Grenadier Energy Partners II, LLC, a Delaware limited liability company ("
Grenadier
"), and HighPeak Energy Assets II, LLC, a Delaware limited liability company and wholly owned subsidiary of HPK ("
HighPeak Assets II
"), entered into a Contribution Agreement (the "
Grenadier Contribution Agreement
"). The Grenadier Contribution Agreement amends and restates the Purchase and Sale Agreement, dated June 17, 2019, between Grenadier and HighPeak Assets II, to provide for the acquisition by HighPeak Assets II (the "
Grenadier Acquisition
" and, together with the HPK Business Combination, the "
business combination
") of certain oil and natural gas assets (the "
Grenadier Assets
") from Grenadier for aggregate consideration of 15.0 million shares of HighPeak Energy common stock and approximately $465 million in cash, subject to purchase price adjustments. In addition, Grenadier extended the outside closing date for the Grenadier Acquisition to February 21, 2020 in exchange for 760,000 shares of HighPeak Energy common stock and 2,500,000 warrants to purchase shares of HighPeak Energy common stock. The closing under the Grenadier Contribution Agreement is currently expected to occur promptly following HighPeak Energy's indirect acquisition of HighPeak Assets II pursuant to the HPK Business Combination Agreement (the "
Grenadier Closing
" and, together with the HPK Closing, the "
Closing
").
3
The Grenadier Contribution Agreement contains customary representations and warranties by the parties thereto, as more particularly set forth in the Grenadier Contribution Agreement. The Grenadier Contribution Agreement also contains customary pre-closing covenants of the parties, including the obligation of Grenadier to own and operate the Grenadier Assets in the ordinary course consistent with past practice and to refrain from taking certain specified actions, subject to certain exceptions, without the prior written consent of HighPeak Assets II.
Under the Grenadier Contribution Agreement, the obligations of the parties to consummate the transactions contemplated thereby are subject to a number of closing conditions, including the following: (i) the representations and warranties of the other party being true and correct, subject to the materiality standards contained in the Grenadier Contribution Agreement; (ii) performance by the other party of all material obligations, covenants and agreements contemplated under the Grenadier Contribution Agreement; (iii) the absence of injunctions or proceedings prohibiting the consummation of the transactions; (iv) the expiration of the waiting period (or extension thereof) under the HSR Act; and (v) delivery by the other parties of documents and other items required to be delivered by such parties at the Grenadier Closing. Additionally Grenadier's obligations to consummate the transactions contemplated by the Grenadier Contribution Agreement are also subject to the conditions that (a) certain closing payments and other consideration are delivered at or prior to the Grenadier Closing, (b) the shares of HighPeak Energy common stock deliverable to Grenadier pursuant to the Grenadier Contribution Agreement are authorized for listing on the NYSE or the Nasdaq, subject only to official notice of issuance thereof, (c) the requisite approval by the Company's stockholders, (d) the Company shall have at least $5,000,001 of net tangible assets remaining after the closing of the Offer, (e) the completion of the Offer, (f) there has been no amendment to (1) the HPK Business Combination Agreement or (2) except as contemplated by the HPK Business Combination Agreement, the Forward Purchase Agreement in any respect that would adversely affect in any material respect the inherent economics of the securities constituting acquisition consideration under the Grenadier Contribution Agreement, (g) the HPK Closing will occur immediately prior to the Grenadier Closing and (h) there being at least $275 million of Available Liquidity (as defined in the Grenadier Contribution Agreement).
Under the Grenadier Contribution Agreement, Grenadier has agreed to indemnify HighPeak Assets II after the Grenadier Closing and for the applicable survival period provided in the Grenadier Contribution Agreement for losses related to (i) certain retained obligations, including: (a) personal injury or death claims occurring during the period of Grenadier's ownership or Grenadier's or its affiliate's operation of the Grenadier Assets prior to the Grenadier Closing; (b) any property damage claims attributable to Grenadier's ownership or operatorship of the Grenadier Assets which arise during Grenadier's period of ownership of the Grenadier Assets prior to the Grenadier Closing (but excluding any environmental liabilities, losses related to or arising out of title to any of the Grenadier Assets or obligations to properly plug and abandon or re-plug or re-abandon or remove wells, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures comprising part of the Grenadier Assets); (c) the mispayment or nonpayment of royalties or other co-interest owner payments owed by Grenadier during Grenadier's period of ownership prior to the effective time of the Grenadier Contribution Agreement, including, without limitation, any interest or penalties associated therewith (but excluding any property costs for which the Grenadier acquisition price was adjusted pursuant to the Grenadier Contribution Agreement); (d) certain taxes borne by Grenadier as contemplated by the Grenadier Contribution Agreement; (e) the mispayment or nonpayment of any property costs due and owing by Grenadier to the extent attributable to Grenadier's interests in the Grenadier Assets (i) incurred during Grenadier's period of ownership prior to the effective time of the Grenadier Contribution Agreement and/or (ii) costs that are incurred to bring certain wells online during periods after the effective time of the Grenadier Contribution Agreement; (f) any offsite disposal prior to the Grenadier Closing by Grenadier or its affiliates of any hazardous material on, in or below any properties not included in the Grenadier Assets; (g) any suit, action, proceeding, lawsuit or other litigation (I) initiated by or filed prior to the Grenadier Closing against Grenadier before a governmental authority relating to the Grenadier Assets to the extent relating to circumstances occurring prior to the Grenadier Closing or (II) filed before or after the Grenadier Closing to the extent (A) Grenadier had knowledge prior to the Grenadier Closing of any written threat of such suit, action, proceeding, lawsuit or litigation and (B) relating to the Grenadier Assets to the extent relating to circumstances prior to the Grenadier Closing (but excluding as to both (I) and (II), any environmental liabilities with respect to the Grenadier Assets or losses related to or arising out of title to any of the Grenadier Assets); (h) any losses attributable to the gross negligence or willful misconduct of Grenadier or its affiliates related to Grenadier's ownership or operation of the Grenadier Assets prior to the Grenadier Closing (but excluding any environmental liabilities, losses related to or arising out of title to any of the Grenadier Assets and any taxes); (i) certain liabilities of Grenadier arising out of employment related coverages and plans pursuant to state and/or federal laws, as well as any other liability or obligation regarding Grenadier's employment or engagement of any employees or consultants, as applicable, to the extent arising or existing prior to his or her date of hire, in each case, to the extent set forth in the Grenadier Contribution Agreement; (j) any assets excluded from the Grenadier Assets pursuant to the Grenadier Contribution Agreement; (k) those matters carved out in certain schedules to the Grenadier Contribution Agreement; (l) any breach of any  covenants surviving the Grenadier Closing; and (m) any breach of any representations or warranties made by Grenadier.
The indemnification obligations of Grenadier set forth above with respect to a breach of any representation or warranty (other than tax-related and fundamental representations and warranties) are subject to a de minimis threshold of $100,000, an aggregate deductible amount of $9,225,000 and a cap equal to $61,500,000. Grenadier's aggregate liability under the Grenadier Contribution Agreement is capped at $615 million.
The foregoing description of the Grenadier Contribution Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Grenadier Contribution Agreement, a copy of which is filed as Exhibit 2.2 to this Current Report and is incorporated herein by reference.
Sponsor Support Agreement
On November 27, 2019, the Company and Sponsor entered into a Sponsor Support Agreement (the "
Support Agreement
" and together with the HPK Business Combination Agreement and the Grenadier Contribution Agreement, the "
Business Combination Agreements
") as contemplated by the HPK Business Combination Agreement and for the purpose of facilitating the business combination. Pursuant to the Sponsor Support Agreement, Sponsor has agreed to irrevocably transfer to the Company, surrender and forfeit for no consideration, 760,000 shares of the Company's Class B Common Stock.
The foregoing description of the Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Support Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report and is incorporated herein by reference.
Other
Related
Agreements
The Business Combination Agreements contemplate the execution by the parties of various agreements at or before the Closing, including, among others, a stockholders' agreement, a registration rights agreement relating to the resale of the shares of HighPeak Energy common stock issuable as consideration for the HPK Business Combination and the Grenadier Acquisition and an amended and restated forward purchase agreement.
Stockholders' Agreement
Concurrently with the Closing, HighPeak Energy, Sponsor, HighPeak Energy Partners, LP, a Delaware limited partnership ("
HPEP I
"), HighPeak Energy Partners II, LP, a Delaware limited partnership ("
HPEP II
"), HighPeak Energy Partners III, LP, a Delaware limited partnership ("
HPEP III
"), HighPeak Warrant, LLC, a Delaware limited liability company and Jack Hightower ("
Hightower
" and, together with Sponsor, HPEP I, HPEP II and HPEP III, the "
Principal Stockholder Group
") will enter into a Stockholders' Agreement (the "
Stockholders' Agreement
"), which will govern certain rights and obligations following the Closing.
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Under the Stockholders' Agreement, the Principal Stockholder Group will be entitled, based on its percentage ownership of the total HighPeak Energy common stock outstanding immediately following the Closing (the "
Original Shares
") and provided that the Original Shares constitutes not less than the percentage of the then-outstanding total voting securities of HighPeak Energy set forth below, to nominate a number of directors for appointment to HighPeak Energy's board of directors (the "
HighPeak Energy Board
") as follows:
●
for so long as (i) the Principal Stockholder Group beneficially owns at least 35% of the Original Shares and (ii) the Original Shares constitutes at least 30% of HighPeak Energy's then-outstanding voting securities, the Principal Stockholder Group can designate up to four (4) nominees, and if the Principal Stockholder Group beneficially owns 50% or less of the total outstanding voting securities of HighPeak Energy, at least one (1) nominee shall be independent as defined by applicable listing standards;
●
for so long as (i) the Principal Stockholder Group beneficially owns less than 35% but at least 25% of the Original Shares and (ii) the Original Shares constitutes at least 25% of HighPeak Energy's then-outstanding voting securities, the Principal Stockholder Group can designate up to three (3) nominees;
●
for so long as (i) the Principal Stockholder Group beneficially owns less than 25% but at least 15% of the Original Shares and (ii) the Original Shares constitutes at least 15% of HighPeak Energy's then-outstanding voting securities, the Principal Stockholder Group can designate up to two (2) nominees; and
●
if (i) the Principal Stockholder Group beneficially owns less than 15% but at least 5% of the Original Shares and (ii) the Original Shares constitutes at least 7.5% of HighPeak Energy's then-outstanding voting securities, the Principal Stockholder Group can designate one (1) nominee.
If at any time the Principal Stockholder Group owns less than 5% of the Original Shares, it will cease to have any rights to designate individuals for nomination to the Company's Board.
Registration Rights Agreement
Concurrently with the HPK Closing, HighPeak Energy will enter into a Registration Rights Agreement (the "
HighPeak
Registration Rights Agreement
") with the members of the Principal Stockholder Group, Grenadier and the Company's existing three (3) independent directors, Sylvia K. Barnes, M. Gregory Colvin and Jared S. Sturdivant (such parties being collectively referred to in connection with the Registration Rights Agreement as the "
Holders
"), pursuant to which HighPeak Energy will be obligated, subject to the terms thereof and in the manner contemplated thereby, to register for resale under the Securities Act of 1933, as amended (the "
Securities Act
"), all or any portion of the shares of HighPeak Energy common stock that the Holders hold as of the date of the HighPeak Registration Rights Agreement, and that they may acquire thereafter, including upon the conversion, exchange or redemption of any other security therefor (the "
Registrable Securities
"). HighPeak Energy has agreed to file and cause to become effective a registration statement covering the Registrable Securities held by such Holder making a demand for registration, provided that no fewer than the amount of Registrable Securities representing the lesser of (i) $50 million or (ii) all Registrable Securities owned by such Holder, as applicable, are covered under the Holder's demand for registration. Under the HighPeak Registration Rights Agreement, the Holders will also have "piggyback" registration rights exercisable at any time that allow them to include the shares of HighPeak Energy common stock that they own in certain registrations initiated by HighPeak Energy. Subject to customary exceptions, Holders will also have the right to request one or more underwritten offerings of Registrable Securities, provided, that, collectively, Holders may not request more than one underwritten offering in any three month period and each such offering include a number of Registrable Securities equal to the lesser of (i) $50 million and (ii) all of the Registrable Securities owned by such Holders as of the date of the request. In the event that the sale of registered securities under a registration statement would require disclosure of certain material non-public information not otherwise required to be disclosed, HighPeak Energy may postpone the effectiveness of the applicable registration statement or require the suspension of sales thereunder. HighPeak Energy may not delay or suspend a registration statement on more than two (2) occasions for more than sixty (60) consecutive calendar days or more than ninety (90) total calendar days, in each case, during any twelve (12) month period.
Amended and Restated Forward Purchase Agreement
On April 12, 2018, the Company entered into that certain  Forward Purchase Agreement (the "
Original Forward Purchase Agreement
") with HPEP I, an affiliate of Sponsor, pursuant to which HPEP I agreed to purchase up to 15,000,000 shares of Class A Common Stock of the Company and 7,500,000 warrants for $10.00 per unit, for an aggregate purchase price of $150,000,000 in a private placement which would close immediately prior to the HPK Closing. In connection with its entry into the Business Combination Agreements, the Company also agreed to enter into that certain Amended and Restated Forward Purchase Agreement (the "
A&R Forward Purchase Agreement
"), pursuant to which, among other things, HPEP I will assign its rights and obligations under the Original Forward Purchase Agreement to HPEP II and HPEP III, the Company will assign its rights and obligations under the Original Forward Purchase Agreement to HighPeak Energy and the maximum number of warrants to be purchased thereunder will be reduced to 5,000,000.
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
The Company's Class A Common Stock and warrants are currently listed for trading on the Nasdaq under the symbols "PACQ" and "PACQW," respectively. In addition, certain of the Company's shares of Class A common stock and warrants currently trade as units consisting of one share of Class A Common Stock and one-half of one warrant, and are also listed for trading on the Nasdaq under the symbol "PACQU." As a result of the business combination, and pursuant to that certain Warrant Agreement, the Company's warrants will become warrants of HighPeak Energy and exercisable for shares of HighPeak Energy common stock. In connection with the Closing, (i) the Company's units will automatically separate into the component securities and will no longer trade as a separate security, (ii) all of the Company's common stock, units and warrants will be delisted from the Nasdaq and will cease to be publicly traded and (iii) HighPeak Energy will list its common stock and warrants for trading on the NYSE under the symbols "HPK" and "HPKWS," respectively.
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Item 7.01
Regulation FD Disclosure
On November 27, 2019, the Company announced that they had entered into the Business Combination Agreements. A copy of the press release is furnished as Exhibit 99.1 hereto.
On November 27, 2019, the Company provided information regarding the proposed business combination in an investor presentation, a copy of which is furnished as Exhibit 99.2 hereto.
The information furnished in this Item 7.01 (including the exhibits) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "
Exchange Act
"), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.
Item 9.01
Financial Statements and Exhibits
(d)     Exhibits.
The following exhibits are filed with this Form 8-K:
Exhibit No.
Description of Exhibits
2.1*
Business Combination Agreement, dated November 27, 2019, by and among Pure Acquisition Corp., HighPeak Energy, Inc., Pure Acquisition Merger Sub, Inc., HighPeak Energy, LP, HighPeak Energy II, LP, HighPeak Energy III, LP, HPK Energy, LLC and, solely for limited purposes specified therein, HighPeak Energy Management, LLC
2.2*
Contribution Agreement, dated November 27, 2019, by and among HighPeak Energy Assets II, LLC, Grenadier Energy Partners II, LLC, Pure Acquisition Corp. and HighPeak Energy, Inc.
10.1
Sponsor Support Agreement, dated November 27, 2019, by and between Pure Acquisition Corp. and HighPeak Pure Acquisition, LLC
99.1
Press Release, dated November 27, 2019
99.2
Investor Presentation, dated November 27, 2019
*
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the U.S. Securities and Exchange Commission (the "
SEC
") upon request.
Legend Information
Forward-Looking Statements
The information included herein and in any oral statements made in connection herewith include "forward-looking statements" within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included in this Current Report, regarding the proposed merger of MergerSub into the Company and the proposed contribution of the partnership interests in HPK to HighPeak Energy, HighPeak Energy's and the Company's ability to consummate the transaction, including raising an adequate amount of equity and debt financing, the benefits of the transaction and HighPeak Energy's future financial performance following the transaction, as well as the Company's and HighPeak Energy's strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this Current Report herein, including any oral statements made in connection herewith, the words "could," "should," "will," "may," "believe," "anticipate," "intend," "estimate," "expect," "project," the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company and HighPeak Energy disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Current Report. The Company and HighPeak Energy caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company and HighPeak Energy, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. These risks include, but are not limited to, commodity price volatility, low prices for oil and/or natural gas, global economic conditions, inflation, increased operating costs, lack of availability of drilling and production equipment, supplies, services and qualified personnel, certificates related to new technologies, geographical concentration of operations, environmental risks, weather risks, security risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating oil and natural gas reserves and in projecting future rates of production, reductions in cash flow, lack of access to capital, HighPeak Energy's ability to satisfy future cash obligations, restrictions in existing or future debt agreements, the timing of development expenditures, managing growth and integration of acquisitions, failure to realize expected value creation from property acquisitions, title defects and limited control over non-operated properties. Should one or more of the risks or uncertainties described in this Current Report and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the Company's and HighPeak Energy's expectations and projections can be found in the Company's periodic filings with the SEC, including the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The Company's SEC Filings are available publicly on the SEC's website at
www.sec.gov
.
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No Offer or Solicitation
This Current Report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Important Information For Investors and Stockholders
In connection with the proposed business combination, HighPeak Energy will file with the SEC a registration statement on Form S-4, which will include a prospectus of HighPeak Energy and a proxy statement of the Company. The Company and HighPeak Energy also plan to file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of the Company. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Company and HighPeak Energy once such documents are filed with the SEC, through the website maintained by the SEC at
www.sec.gov
. In addition, stockholders will be able to obtain free copies of the proxy statement/prospectus by directing a request to: Pure Acquisition Corp., 421 W. 3
rd
St., Suite 1000, Fort Worth, Texas 76102, email: IR@highpeakenergy.com, Attn: Investor Relations.
Participants in the Solicitation
The Company, HighPeak Energy, Grenadier and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's shareholders in connection with the proposed transactions. Information about the directors and executive officers of the Company is set forth in the Company's Annual Report on Form 10-K which was filed with the SEC on February 8, 2019. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
Additional Information About the Business Combination and Where to Find It
In connection with the proposed business combination, HighPeak Energy will file a registration statement on Form S-4, which will include a prospectus of HighPeak Energy and a proxy statement of the Company, with the SEC. Additionally, the Company and HighPeak Energy will file other relevant materials with the SEC in connection with the proposed merger of MergerSub into the Company and the proposed contribution of the partnership interests in HPK to HighPeak Energy. The materials to be filed by the Company and HighPeak Energy with the SEC may be obtained free of charge at the SEC's web site at
www.sec.gov
. Investors and security holders of the Company are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.
The Company, HighPeak Energy, Grenadier and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of the Company's shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company's executive officers and directors in the solicitation by reading the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of the Company's and HighPeak Energy's participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the proxy statement/prospectus relating to the business combination when it becomes available.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Pure Acquisition Corp.
Date: November 27, 2019
By:
/s/
Steven W. Tholen
Name:
Steven W. Tholen
Title:
Chief Financial Officer
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