HIGHPEAK ENERGY, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Warrant Agreement Amendment and Assignment

On the Closing Date, the Company entered into the Amendment and Assignment to Warrant Agreement (the "Warrant Agreement Amendment and Assignment"), by and among the Company, Pure and Continental Stock Transfer & Trust Company ("Continental"). The Warrant Agreement Amendment and Assignment assigned the existing Warrant Agreement, dated April 12, 2018, by and among Pure, Pure's officers and directors and Pure's Sponsor (the "Existing Warrant Agreement") to the Company, and the Company agreed to perform all applicable obligations under such agreement. In addition, the terms of the Warrant Agreement Amendment and Assignment, provide for, among other things, the holders of warrants the option to exercise such warrants on a "cashless basis," in addition to creating an obligation of the Company to issue shares of HighPeak Energy common stock without registration provided that such issuance may be made in reliance on Section 3(a)(9) of the Securities Act. In addition, the Warrant Agreement Amendment and Assignment eliminates the ability to redeem the outstanding public HighPeak Energy warrants. As a result of the Warrant Agreement Amendment and Assignment, the HighPeak Energy warrants issued pursuant to the Forward Purchase Amendment and the HighPeak Energy warrants received as merger consideration are substantively identical.

The foregoing description of the Existing Warrant Agreement and the Warrant Agreement Amendment and Assignment is a summary only and is qualified in its entirety by reference to the Existing Warrant Agreement and Warrant Agreement Amendment and Assignment, copies of which are attached as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Contingent Value Rights Agreement

On the Closing Date, the Company entered into the Contingent Value Rights Agreement (the "CVR Agreement") by and among, the Company, Pure's Sponsor, HighPeak I, HighPeak II (together with Pure's Sponsor and HighPeak I, the "CVR Sponsors") and Continental Stock Transfer & Trust Company ("Continental"), in its capacity as the rights agent (the "Rights Agent"). The CVR Agreement provides for, among other things, the CVRs, which represent contractual rights to receive a contingent payment (in the form of additional shares of HighPeak Energy common stock, or as otherwise specified in the CVR Agreement) in certain circumstances that were issued to the holders of shares of Pure's Class A Common Stock that participated in the Business Combination and certain qualified institutional buyers and accredited investors that purchased forward purchase units of the Company (the "forward purchase units") pursuant to the Forward Purchase Agreement Amendment.

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Pursuant to the CVR Agreement, holders of CVRs in whose name a CVR is registered in the CVR registrar maintained by the Rights Agent at any date of determination (collectively, the "CVR Holders") are being provided with a significant . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The Business Combination was approved by Pure's stockholders at the special meeting of Pure's stockholders held on August 18, 2020 (the "Special Meeting") and consummated on August 21, 2020. At the Special Meeting, 13,649,922 shares of Pure's Class A Common Stock and Pure's Class B Common Stock were voted in favor of the proposal to approve the Business Combination, 100,125 shares of Pure's Class A Common Stock were voted against the proposal, and no shares of Pure's Class A Common Stock abstained from voting on the proposal. Holders of Pure's Class A Common Stock had the opportunity, in connection with the Closing, to redeem shares of Class A Common Stock pursuant to the terms of Pure's second amended and restated certificate of incorporation, as amended from time to time ("Pure's Charter"), and an aggregate 3,780,204 shares of Pure's Class A Common Stock elected to have such shares redeemed for an aggregate amount of $40.2 million. In addition, in connection with the Closing and in accordance with the Business Combination Agreement, all of the 10,350,000 outstanding shares of Pure's Class B Common Stock were converted into shares of HighPeak Energy common stock on a one-for-one basis (after taking into account the 5,350,000 shares of Class B Common Stock that were forfeited by Pure's Sponsor in connection with the Closing of the Business Combination pursuant to that certain Sponsor Support Agreement, dated as of May 4, 2020 (the "Sponsor Support Agreement")).

Consideration to holders of Pure's Class A Common Stock, Class B Common Stock and public warrant in the Business Combination

Upon completion of the Business Combination, the holders of Pure's Class A Common Stock received an aggregate of 1,232,425 shares of HighPeak Energy common stock, 1,232,425 HighPeak Energy warrants and 1,232,425 CVRs, with each public stockholder of Pure receiving one share of HighPeak Energy common stock, one HighPeak Energy warrant and one CVR in exchange for each share of Pure Class A Common Stock held at the Closing. In addition, Pure's public warrant holders received an aggregate 328,888 HighPeak Energy warrants to purchase HighPeak Energy common stock, representing one HighPeak Energy warrant in exchange for each public warrant of Pure held by such public stockholder of Pure at Closing. Further, pursuant to the Business Combination Agreement, solely with respect to the outstanding shares of Pure's Class A Common Stock at the Closing, a cash amount of $0.62 per share of Pure's Class A Common Stock was given to such public stockholders, which such amount equaled the amount by which the per-share redemption value of Pure's Class A Common Stock at the Closing of the Business Combination exceeded $10.00 per share, totaling $767,902.

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In addition, 5,000,000 shares of HighPeak Energy common stock were issued to Pure's Sponsor and other former holders of Pure's Class B Common Stock in exchange for such shares of Class B Common Stock. The remaining shares 5,350,000 shares of Class B Common Stock held by Pure's Sponsor, all Pure's private . . .

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under "Item 2.01. Completion of Acquisition or Disposition of Assets-Recent Sales of Unregistered Securities" is incorporated in this Item 3.02 by reference.

Item 3.03 Material Modification to Rights of Security Holders.

On August 21, 2020, in connection with the Closing of the Business Combination, the Company filed the A&R Charter with the Secretary of State of the State of Delaware and amended and restated the Company's bylaws. The material terms of the A&R Charter and the A&R Bylaws and the general effect upon the rights of holders of the Company's capital stock are included in the Proxy Statement/Prospectus under the sections entitled "Comparison of Rights of Stockholders of Pure and HighPeak Energy" beginning on page 214, which is incorporated by reference herein.

The information set forth under "Item 2.01. Completion of Acquisition or Disposition of Assets-Warrant Agreement Amendment and Assignment" and "Item 2.01. Completion of Acquisition or Disposition of Assets-Contingent Value Rights Agreement" of this Current Report on Form 8-K is incorporated herein by reference.

The foregoing description of the A&R Charter and A&R Bylaws are a summary only and are qualified in its entirety by reference to the A&R Charter and A&R Bylaws, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 5.01. Changes in Control of Registrant.

To the extent required, the information set forth under "Introduction Note" and "Item 2.01. Completion of Acquisition or Disposition of Assets" of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth under "Item 2.01 Completion of Acquisition or Disposition of Assets-Directors," "Item 2.01 Completion of Acquisition or Disposition of Assets-Executive Officers" and "Item 2.01 Completion of Acquisition or Disposition of Assets-Director and Executive Officer Compensation" of this Current Report on Form 8-K is incorporated herein by reference.

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In addition, immediately following the Closing, HighPeak Energy amended the LTIP to reflect the changes in the Company's capitalization resulting from the Business Combination. No other changes to the LTIP were made. In addition, the Board adopted the stock option agreement to be utilized to grant awards under the LTIP for both employees and non-employee members of the Board. The vesting terms and exercise periods associated with the stock options may vary among participants.

The foregoing description of the stock option agreement is a summary only and is qualified in its entirety by reference to the Form of Stock Option Agreement, a copy of which is attached as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.

The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated in this Item 5.03 by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, which fulfilled the definition of an "initial business combination" as required by Pure's organizational documents, Pure ceased to be a shell company upon the Closing of the Business Combination. The material terms of the Business Combination are described in the Proxy Statement/Prospectus in the section entitled "Proposal No. 1-The Business Combination Proposal" beginning on page 89, which is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The unaudited historical financial statements of HighPeak Energy, Inc. as of June 30, 2020 and December 31, 2019 and the six months ended June 30, 2020, filed as Exhibit 99.2 hereto are incorporated herein by reference.

The audited financial statements of HighPeak Energy, Inc. as of December 31, 2019 and for the year ended December 31, 2019, filed as Exhibit 99.3 hereto and are incorporated herein by reference.

The unaudited historical financial statements of Pure Acquisition Corp. as of June 30, 2020 and December 31, 2019 and for the three and six months ended June 30, 2020 and 2019, filed as Exhibit 99.4 hereto and are incorporated by reference.

The audited historical financial statements of Pure Acquisition Corp. as of December 31, 2019 and 2018 and the years then ended, filed as Exhibit 99.5 hereto and are incorporated by reference.

The unaudited historical financial statements of HPK Energy, LP and HighPeak Energy, LP (Predecessors) as of June 30, 2020 and December 31, 2019 and the three and six months ended June 30, 2020 and 2019 filed as Exhibit 99.6 hereto are incorporated herein by reference.

The audited historical financial statements of HPK Energy, LP as of December 31, 2019 and the period from August 28, 2019 (Inception) to December 31, 2019 filed as Exhibit 99.7 hereto are incorporated herein by reference.

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The audited historical financial statements of HighPeak Energy, LP as of December 31, 2019 and 2018 and the years ended December 31, 2019, 2018 and 2017 filed as Exhibit 99.8 hereto are incorporated herein by reference.

The audited historical financial statements of HighPeak Energy II, LP as of December 31, 2019 and 2018 and the year ended December 31, 2019 and the period from March 23, 2018 (Inception) to December 31, 2018 filed as Exhibit 99.9 hereto are incorporated herein by reference.

(b)   Pro Forma Financial Information

The unaudited pro forma condensed combined consolidated financial information of HighPeak Energy, Inc. for the six months ended June 30, 2020, the year ended December 31, 2019 and as of June 30, 2020, filed as Exhibit 99.1 hereto are incorporated herein by reference.

(d)   Exhibits



Exhibit
  No.                               Description
2.1+         Business Combination Agreement, dated as of May 4, 2020, 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 (incorporated by reference to Annex A to the
           Company's Registration Statement on Form S-4 and Form S-1
           (File No. 333-235313) filed with the SEC on August 5, 2020).

2.2          First Amendment to Business Combination Agreement, dated as
           of June 12, 2020, 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 HighPeak Energy Management, LLC
           (incorporated by reference to Annex A-I to the Company's
           Registration Statement on Form S-4 and Form S-1 (File No.
           333-235313) filed with the SEC on August 5, 2020).

2.3          Second Amendment to Business Combination Agreement, dated as
           of July 1, 2020, 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 HighPeak Energy Management, LLC
           (incorporated by reference to Annex A-II to the Company's
           Registration Statement on Form S-4 and Form S-1 (File No.
           333-235313) filed with the SEC on August 5, 2020).

2.4          Third Amendment to Business Combination Agreement, dated as
           of July 24, 2020, 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 HighPeak Energy Management, LLC
           (incorporated by reference to Annex A-III to the Company's
           Registration Statement on Form S-4 and Form S-1 (File No.
           333-235313) filed with the SEC on August 5, 2020).

3.1*         Amended and Restated Certificate of Incorporation of
           HighPeak Energy, Inc.

3.2*         Amended and Restated Bylaws of HighPeak Energy, Inc.

4.1          Warrant Agreement, dated April 12, 2018, by and among Pure
           Acquisition Corp., its officers and directors and HighPeak
           Pure Acquisition, LLC (incorporated by reference to Exhibit
           4.4 to the Company's Registration Statement on Form S-4 and
           Form S-1 (File No. 333-235313) filed with the SEC on August 5,
           2020).

4.2*         Amendment and Assignment to Warrant Agreement, dated as of
           August 21, 2020, by and among Pure Acquisition Corp.,
           Continental Stock Transfer & Trust Company and HighPeak
           Energy, Inc.

4.3*         Stockholders' Agreement, dated as of August 21, 2020, by and
           among HighPeak Energy, Inc., HighPeak Pure Acquisition, LLC,
           HighPeak Energy, LP, HighPeak Energy II, LP, HighPeak Energy
           III, LP, Jack Hightower and certain directors of Pure
           Acquisition Corp.




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4.4*         Registration Rights Agreement, dated as of August 21, 2020,
           by and among HighPeak Energy, Inc., HighPeak Pure Acquisition,
           LLC, HighPeak Energy, LP, HighPeak Energy II, LP, HighPeak
           Energy III, LP and certain other security holders named
           therein.

10.1*        Contingent Value Rights Agreement, dated as of August 21,
           2020, by and among HighPeak Energy, Inc., HighPeak Pure
           Acquisition, LLC, HighPeak Energy, LP, HighPeak Energy II, LP
           and Continental Stock Transfer & Trust Company, as rights
           agent.

10.2         Amended and Restated Forward Purchase Agreement, dated as
           July 24, 2020, by and among HighPeak Energy, Inc., the
           Purchasers therein, HighPeak Energy Partners, LP and, solely
           for the purposes specified therein, Pure Acquisition
           Corp (incorporated by reference to Annex A-I to the Company's
           Registration Statement on Form S-4 and Form S-1 (File No.
           333-235313) filed with the SEC on August 5, 2020).

10.3*        HighPeak Energy, Inc. Amended and Restated Long Term
           Incentive Plan.

10.4*        Form of Stock Option Agreement.

10.5*        Indemnity Agreement of Jack Hightower, dated August 21,
           2020.

10.6*        Indemnity Agreement of Larry C. Oldham, dated August 21,
           2020.

10.7*        Indemnity Agreement of Keith A. Covington, dated August 21,
           2020.

10.8*        Indemnity Agreement of Michael H. Gustin, dated August 21,
           2020.

10.9*        Indemnity Agreement of Michael L. Hollis, dated August 21,
           2020.

10.10*       Indemnity Agreement of Jay M. Chernosky, dated August 21,
           2020.

10.11*       Indemnity Agreement of Sharon Fulgham, dated August 21,
           2020.

10.12*       Indemnity Agreement of Steven W. Tholen, dated August 21,
           2020.

10.13*       Indemnity Agreement of Rodney L. Woodard, dated August 21,
           2020.

21.1*        Subsidiaries of the Registrant.

23.1*        Consent of WithumSmith+Brown, PC, independent registered
           public accounting firm for HighPeak Energy, Inc.

23.2*        Consent of WithumSmith+Brown, PC, independent registered
           public accounting firm for Pure Acquisition Corp.

23.3*        Consent of Weaver and Tidwell, L.L.P., independent
           registered public accounting firm for HPK Energy, LP.

23.4*        Consent of Weaver and Tidwell, L.L.P., independent
           registered public accounting firm for HighPeak Energy, LP.

23.5*        Consent of Weaver and Tidwell, L.L.P., independent auditors
           for HighPeak Energy II, LP.

23.6*        Consent of Cawley, Gillespie & Associates, Inc.

99.1*        Unaudited Pro Forma Condensed Combined Consolidated
           Financial Information of HighPeak Energy, Inc. for the six
           months ended June 30, 2020, the year ended December 31, 2019
           and as of June 30, 2020.




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99.2*        Unaudited financial statements of HighPeak Energy, Inc. as
           of June 30, 2020 and December 31, 2019 and for the six months
           ended June 30, 2020, together with notes thereto.

99.3         Audited financial statements of HighPeak Energy, Inc. as of
           December 31, 2019 and for the year ended December 31, 2019
           (incorporated by reference to the Company's Registration
           Statement on Form S-4 and Form S-1 (File No. 333-235313) filed
           with the SEC on August 5, 2020).

99.4*        Unaudited financial statements of Pure Acquisition Corp. as
           of June 30, 2020 and December 31, 2019 and for the three and
           six months ended June 30, 2020 and 2019, together with notes
           thereto.

99.5         Audited financial statements of Pure Acquisition Corp. as of
           December 31, 2019 and 2018 and the years then ended, together
           with notes thereto (incorporated by reference to the Company's
           Registration Statement on Form S-4 and Form S-1 (File No.
           333-235313) filed with the SEC on August 5, 2020).

99.6*        Unaudited financial statements of HPK Energy, LP and
           HighPeak Energy, LP (Predecessors) as of June 30, 2020 and
           December 31, 2019 and the three and six months ended June 30,
           2020 and 2019, together with notes thereto.

99.7         Audited financial statements of HPK Energy, LP as of
           December 31, 2019 and for the period from August 28, 2019
           (Inception) to December 31, 2019, together with notes thereto
           (incorporated by reference to the Company's Registration
           Statement on Form S-4 and Form S-1 (File No. 333-235313) filed
           with the SEC on August 5, 2020).

99.8         Audited financial statements of HighPeak Energy, LP as of
           December 31, 2019 and 2018 and the years ended December 31,
           2019, 2018 and 2017, together with notes thereto (incorporated
           by reference to the Company's Registration Statement on Form
           S-4 and Form S-1 (File No. 333-235313) filed with the SEC on
           August 5, 2020).

99.9         Audited financial statements of HighPeak Energy II, LP as of
           December 31, 2019 and 2018 and for the year ended December 31,
           2019 and the period from March 23, 2018 (Inception) to
           December 31, 2018, together with notes thereto (incorporated
           by reference to the Company's Registration Statement on Form
           S-4 and Form S-1 pursuant to Rule 424(b)(5) (File No.
           333-235313) filed with the SEC on August 7, 2020).

99.10        Reserve Report of HPK LP as of December 31, 2019
           (incorporated by reference to Annex J to the Company's
           Registration Statement on Form S-4 and Form S-1 (File No.
           333-235313) filed with the SEC on August 5, 2020).

99.11**    Press Release of HighPeak Energy, Inc., dated as of August 24,
           2020.

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+ Certain schedules and similar attachments have been omitted pursuant to Item

601(a)(5) of Regulation S-K. Pure agrees to furnish a supplemental copy of any

omitted schedule or attachment to the SEC upon request.

*  Filed herewith.
** To be filed by Amendment.




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