Item 4.01. Changes in Registrant's Certifying Accountant.
On August 21, 2020, HighPeak Energy, Inc., a Delaware corporation (the
"Company") completed its business combination with Pure Acquisition Corp., a
Delaware corporation ("Pure") pursuant to the Business Combination Agreement,
dated as of May 4, 2020 (as amended from time to time, the "Business Combination
Agreement"), by and among Pure, the Company, Pure Acquisition Merger Sub, Inc.,
a Delaware corporation ("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, HPK Energy, LLC, a Delaware limited liability company and the
general partner of HPK Energy, LP ("HPK LP"), and solely for limited purposes
specified therein, HighPeak Energy Management, LLC, a Delaware limited liability
company, whereby, among other things, MergerSub merged with and into Pure, with
Pure surviving as a wholly owned subsidiary of the Company and subsequently
changed its name to HighPeak Energy Acquisition Corp., a Delaware corporation
(the "Surviving Corporation"). Further, immediately following the transactions
consummated pursuant to the Business Combination Agreement, the Company caused
HPK LP to merge with and into the Surviving Corporation. WithumSmith+Brown, PC
("Withum") was principal accountant for the Company for the periods beginning
October 29, 2019 (inception) through October 1, 2020.
On October 1, 2020, the Audit Committee of the Board of Directors of the Company
approved a change in accountants by dismissing Withum as the principal
accountant for the Company and has engaged Weaver and Tidwell, L.L.P. ("Weaver")
as the Company's principal accountant, effective immediately. Weaver previously
audited the financial statements of (i) HPK LP, the Company's predecessor for
the periods from August 28, 2019 (inception) through December 31, 2019; (ii)
HighPeak I, predecessor to HPK LP for periods prior to October 1, 2019; and
(iii) HighPeak II. The Company acquired 100% of the limited partnership units of
HPK LP from HighPeak I and HighPeak II on August 21, 2020 pursuant to the
Business Combination Agreement. Prior to the appointment of Weaver, the Company
had not consulted with Weaver with respect to the application of accounting
principles to a specified transaction, either completed or proposed, the type of
audit opinion that might be rendered on the Company's financial statements or
any other matter or reportable event listed in Items 304(a)(2)(i) and (ii) of
Regulation S-K.
During the period from October 29, 2019 (inception) to December 31, 2019, and
subsequently during the period from December 31, 2019 through October 1, 2020,
the date of Withum's dismissal, there were no disagreements with Withum on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure related to the Company, which disagreement, had it
not been resolved to the satisfaction of Withum, would have caused Withum to
make reference thereto in its reports on the financial statements for such
periods. During the same periods, there have been no "reportable events," as
that term is described in Item 304(a)(1)(v) of Regulation S-X.
Withum's report of independent registered public accounting firm, dated May 13,
2020 on the consolidated financial statements of the Company as of December 31,
2019 and for the period from October 29, 2019 (inception) through December 31,
2019 did not contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles
other than the Company's ability to continue as a going concern due to Pure's
obligation to either complete a business combination by the close of business on
August 21, 2020 or cease all operations except for the purpose of liquidating.
The Company provided Withum with a copy of this Current Report on Form 8-K (this
"Current Report") and requested that Withum furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether Withum
agrees with the above statements. A copy of such letter, dated October 1, 2020,
is filed as Exhibit 16.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
16.1 Letter from WithumSmith+Brown, PC to the Securities and Exchange
Commission, dated October 1, 2020.
© Edgar Online, source Glimpses