HighPeak Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

1381

84-3533602

(State or other jurisdiction of
incorporation or organization)

(Primary Standard Industrial
Classification Code Number)

(I.R.S. Employer
Identification Number)

421 W. 3rd Street, Suite 1000

Fort Worth, Texas 76102

(817) 850-9200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jack Hightower

Chief Executive Officer

421 W. 3rd Street, Suite 1000

Fort Worth, Texas 76102

(817) 850-9200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

G. Michael O’Leary

Taylor E. Landry

Hunton Andrews Kurth LLP

600 Travis Street, Suite 4200

Houston, Texas 77002

(713) 220-4200

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer   ☒

Smaller reporting company ☐

Emerging growth company ☒

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The Adjournment Proposal— To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the “Proposals”) (Proposal No. 2).

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The Adjournment Proposal— To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the “Proposals”) (Proposal No. 2).

CERTAIN DEFINED TERMS

v

SUMMARY TERM SHEET

x

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR PURE STOCKHOLDERS

xiv

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

24

RISK FACTORS

25

COMPARATIVE SHARE INFORMATION

58

SECURITIES MARKET INFORMATION

59

UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION OF HIGHPEAK ENERGY

60

SPECIAL MEETING OF PURE STOCKHOLDERS

75

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

79

PROPOSAL NO. 2—THE ADJOURNMENT PROPOSAL

126

SELECTED HISTORICAL FINANCIAL DATA OF PURE

127

INFORMATION ABOUT PURE

128

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF PURE

140

SELECTED HISTORICAL FINANCIAL DATA OF GRENADIER

145

INFORMATION ABOUT THE TARGET ASSETS

147

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GRENADIER

172

MANAGEMENT AFTER THE BUSINESS COMBINATION

185

DESCRIPTION OF HIGHPEAK ENERGY SECURITIES

190

COMPARISON OF RIGHTS OF STOCKHOLDERS OF PURE AND HIGHPEAK ENERGY

198

BENEFICIAL OWNERSHIP OF SECURITIES

201

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

204

HOUSEHOLDING INFORMATION

209

TRANSFER AGENT AND REGISTRAR

209

LEGAL MATTERS

209

EXPERTS

209

SUBMISSION OF STOCKHOLDERS PROPOSALS

210

WHERE YOU CAN FIND ADDITIONAL INFORMATION

210

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

ANNEX A: HPK BUSINESS COMBINATION AGREEMENT

A-1

ANNEX B: GRENADIER CONTRIBUTION AGREEMENT

B-1

ANNEX C: FORM OF A&R CHARTER

C-1

ANNEX D: FORM OF A&R BYLAWS

D-1

ANNEX E: FORM OF STOCKHOLDERS’ AGREEMENT

E-1

ANNEX F: FORM OF REGISTRATION RIGHTS AGREEMENT

F-1

ANNEX G: FORM OF AMENDED AND RESTATED FORWARD PURCHASE AGREEMENT

G-1

ANNEX H: FORM OF LTIP

H-1

ANNEX I-I: RESERVE REPORT OF GRENADIER ASSETS AS OF AUGUST 1, 2019

I-I-1

ANNEX I-II: RESERVE REPORT OF HIGHPEAK ASSETS I AS OF AUGUST 1, 2019

I-II-1

ANNEX I-III: RESERVE REPORT OF HIGHPEAK ASSETS II AS OF AUGUST 1, 2019

I-III-1

ANNEX J-I: RESERVE REPORT OF GRENADIER ASSETS AS OF DECEMBER 31, 2018

J-I-1

ANNEX J-II: RESERVE REPORT OF HIGHPEAK ASSETS I AS OF DECEMBER 31, 2018

J-II-1

ANNEX J-III: RESERVE REPORT OF HIGHPEAK ASSETS II AS OF DECEMBER 31, 2018

J-III-1

ANNEX K: GLOSSARY OF OIL AND NATURAL GAS TERMS

K-1

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“A&R Charter” are to the form of amended and restated certificate of incorporation of HighPeak Energy;

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“business combination” are to the transactions contemplated by the Business Combination Agreements;

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“Business Marketing Agreement” are to the Business Combination Marketing Agreement, dated as of April 12, 2018, by and among Pure, Oppenheimer & Co. Inc. and EarlyBirdCapital, Inc., as amended;

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“Charter” are to the second amended and restated certificate of incorporation of Pure, as amended;

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“Class A Common Stock” are to Pure’s Class A voting common stock, par value $0.0001 per share;

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“Class B Common Stock” are to Pure’s Class B voting common stock, par value $0.0001 per share;

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“Closing” are to the closing of the business combination;

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“Closing Date” are to the date on which the Closing occurs;

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“the Company,” “we,” “our” or “us” are to Pure, either individually or together with its consolidated subsidiaries, as the context requires, before the completion of the business combination, and to HighPeak Energy, either individually or together with its consolidated subsidiaries, as the context requires, after the completion of the business combination;

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“EBITDAX” are to earnings before interest, taxes, depreciation (or depletion), amortization and exploration expense;

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“Extended Date” are to February 21, 2020;

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“Extension” are to Pure’s stockholders’ approval of Pure’s proposal to extend the date by which Pure must consummate a business combination from October 17, 2019 to the Extended Date;

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“Grenadier” are to Grenadier Energy Partners II, LLC, a Delaware limited liability company;

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“Grenadier private placement warrants” are to the 2,500,000 warrants to be transferred to Grenadier pursuant to the Grenadier Contribution Agreement;

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“HighPeak Assets” are to HPK LP, which, indirectly through its subsidiaries, holds certain rights, title and interests in oil and natural gas assets and cash;

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“HighPeak Assets I” are to HighPeak Energy Assets, LLC, a Delaware limited liability company;

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“HighPeak Assets II” are to HighPeak Energy Assets II, LLC, a Delaware limited liability company;

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“HighPeak Contributed Entities” are to HPK LP, HighPeak Holdings, HighPeak Assets I, HighPeak Assets II and the HighPeak Employer;

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“HighPeak Employer” are to HighPeak Energy Employees, Inc., a Delaware corporation;

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“HighPeak Energy” are to HighPeak Energy, Inc., a Delaware corporation initially formed as a wholly owned subsidiary of Pure for the purpose of effecting the business combination;

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“HighPeak Energy common stock” are to HighPeak Energy’s voting common stock, par value $0.0001 per share;

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“HighPeak Funds” are to HighPeak I, HighPeak II and HighPeak III, collectively;

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“HighPeak Group” are to Sponsor, the HPK Contributors, HighPeak Warrant and Jack Hightower and each of their respective affiliates and certain permitted transferees, collectively;

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“HighPeak Holdings” are to HighPeak Energy Holdings, LLC, a Delaware limited liability company;

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“HighPeak Warrant” are to HighPeak Warrant, LLC, a Delaware limited liability company;

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“HighPeak I” are to HighPeak Energy, LP, a Delaware limited partnership;

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“HighPeak II” are to HighPeak Energy II, LP, a Delaware limited partnership;

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“HighPeak III” are to HighPeak Energy III, LP, a Delaware limited partnership;

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“HPEP I” are to HighPeak Energy Partners, LP, a Delaware limited partnership;

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“HPEP II” are to HighPeak Energy Partners II, LP, a Delaware limited partnership;

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“HPK LP” are to HPK Energy, LP, a Delaware limited partnership;

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“HPK GP” are to HPK Energy, LLC, a Delaware limited liability company and the general partner of HPK LP;

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“HPK Closing” are to the consummation of the transactions contemplated by the HPK Business Combination Agreement;

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“HPK Contributors” are to the HighPeak Funds and HPK GP;

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“HPK Representative” are to HighPeak Energy Management, LLC, a Delaware limited liability company;

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“Initial Business Combination” are to Pure’s initial merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses;

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“initial stockholders” are to holders of Pure’s founder shares prior to the IPO, including Pure’s Sponsor and Pure’s three independent directors;

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“IPO” are to Pure’s initial public offering of units, which closed on April 17, 2018;

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“management” or “management team” are to Pure’s officers and directors before the completion of the business combination, and to HighPeak Energy’s officers and directors after the completion of the business combination;

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“MergerSub” are to Pure Acquisition Merger Sub, Inc., a Delaware corporation formed as a wholly owned subsidiary of HighPeak Energy for the purpose of effecting the business combination;

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“Parent Merger” are to the exchange by holders of Pure Common Stock for HighPeak Energy common stock and the assignment by Pure to HighPeak Energy of its rights and obligations under the Warrant Agreement in each case pursuant to the HPK Business Combination Agreement;

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“PIPE Investment” are to the anticipated issuance and sale of up to an aggregate 20,000,000 shares of HighPeak Energy common stock in a private placement to the PIPE Investors, the proceeds of which would be used to fund a portion of the cash obligations of HighPeak Energy and its subsidiaries at the Closing;

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“PIPE Investors” are to the qualified institutional buyers and accredited investors that would purchase HighPeak Energy common stock pursuant to the PIPE Investment;

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“private placement warrants” are to the warrants issued to Pure’s Sponsor in a private placement simultaneously with the closing of Pure’s IPO;

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“public shares” are to shares of Class A Common Stock sold by Pure as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

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“public stockholders” are to the holders of Pure’s public shares;

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“public warrants” are to the warrants sold by Pure as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

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“Pure” are to Pure Acquisition Corp., a Delaware corporation;

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“Pure Common Stock” are to, collectively, Class A Common Stock and Class B Common Stock;

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“Pure Special Committee” are to the special committee of Pure’s board of directors consisting of three (3) independent directors;

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“RBL Facility” are to a reserve-based lending facility that HighPeak Energy anticipates entering into in connection with the Closing;

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“special meeting” are to the special meeting of the stockholders of Pure that is the subject of this proxy statement/prospectus and any adjournments or postponements thereof;

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“Sponsor” are to HighPeak Pure Acquisition, LLC, a Delaware limited liability company, and subsidiary of HPEP I;

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“Sponsor Loans” are to loans made by any HPK Contributor, any of the HighPeak Contributed Entities or another affiliate of Pure’s Sponsor, to Pure or one of its subsidiaries of (i) an amount equal to $0.033 for each share of Class A Common Stock issued in the IPO that was not redeemed in connection with the stockholder vote to approve the Extension for each month (commencing on October 17, 2019 and on the 17th day of each subsequent calendar month) that is needed by Pure to complete an Initial Business Combination from October 17, 2019 to the Extended Date (such loans, “Sponsor Extension Loans”) and (ii) such other amounts as HighPeak Energy may agree upon with any HPK Contributor, any HighPeak Contributed Entity or another affiliate of Pure’s Sponsor (provided that in the case of obtaining approval of Pure of any such other amounts in excess of $5,000,000 in the aggregate, the Pure Special Committee shall approve in writing such amounts);

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“Sponsor Support Agreement” are to that certain Sponsor Support Agreement, dated as of November 27, 2019, by and between Pure’s Sponsor and the Company, pursuant to which Pure’s Sponsor will forfeit 760,000 founder shares for no consideration in connection with the corresponding issuance by HighPeak Energy of 760,000 shares of HighPeak Energy common stock to be transferred by HighPeak Assets II to Grenadier pursuant to the Grenadier Contribution Agreement.

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“Target Assets” are to the Grenadier Assets and the HighPeak Assets, collectively;

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“Transfer Agent” are to Continental Stock Transfer & Trust Company;

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“units” are to units sold by Pure in the IPO, each of which consists of one share of Class A Common Stock and one-half of one public warrant;

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“voting common stock” are to Class A Common Stock and Class B Common Stock prior to the consummation of the business combination, and to HighPeak Energy common stock following the consummation of the business combination;

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“warrant agreement” are to (i) with respect to time periods prior to the execution of the Warrant Agreement Amendment and the Warrant Agreement Assignment, the Warrant Agreement, dated as of April 12, 2018, by and between Pure and Transfer Agent, and (ii) with respect to time periods after the execution of the Warrant Agreement Amendment, the Warrant Agreement Amendment, pursuant to which (a) the aggregate number of warrants to be purchased pursuant to Forward Purchase Agreement, the Warrant Agreement Amendment and the Warrant Agreement Assignment shall be reduced to 5,000,000 from 7,500,000, (b) Pure’s assignee may issue 2,500,000 warrants on the same terms as the private placement warrants to Grenadier as a portion of the consideration owed to Grenadier under the Grenadier Contribution Agreement, and with respect to which Pure seeks to assign the rights and obligations to HighPeak Energy at the Closing and to cause HighPeak Energy to perform its obligations thereunder; and

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“warrants” are to, prior to the business combination, to the warrants to purchase one share of Class A Common Stock at a price of $11.50 per share or, after the business combination, one share of HighPeak Energy common stock at a price of $11.50 per share.

(i)

(ii)

the HPK Closing occurs prior to the Grenadier Closing;

(iii)

at the Closing, adjustments to the consideration payable to the HPK Contributors or Grenadier, as applicable, under the Business Combination Agreements were calculated assuming:

(a)

(b)

(c)

the Grenadier purchase price deposits made previously by HighPeak Assets II or its affiliates total $61.5 million plus any interest earned thereon;

(d)

(e)

transaction expenses will be approximately $40 million; and

(f)

there are no other material adjustments to the consideration payable to the HPK Contributors or Grenadier under the Business Combination Agreements;

(iv)

at the Closing, the PIPE Investors purchase 20,000,000 shares of HighPeak Energy common stock, in the aggregate, for aggregate gross proceeds of $200 million to HighPeak Energy;

(v)

at the Closing, HPEP II and HPEP III purchase an aggregate 15,000,000 shares of HighPeak Energy common stock and 5,000,000 forward purchase warrants pursuant to the Forward Purchase Agreement Amendment, for aggregate gross proceeds of $150 million;

(vi)

at the Closing, Grenadier will receive 15,760,000 shares of HighPeak Energy common stock and 2,500,000 warrants pursuant to the Grenadier Contribution Agreement;

(vii)

no additional public stockholders elect to have their shares redeemed;

(viii)

no member of the HighPeak Group purchases shares of Class A Common Stock or HighPeak Energy common stock in the open market;

(ix)

there are no other issuances of equity interests of Pure or HighPeak Energy prior to or in connection with the Closing; and

(x)

no warrants are tendered for purchase in the warrant tender offer.

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Pure is a blank check company formed for the purpose of effecting an Initial Business Combination. For more information about Pure, see the sections entitled “Information About Pure” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Pure.”

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There are currently 48,156,000 shares of Class A Common Stock and Class B Common Stock issued and outstanding, consisting of 37,806,000 public shares and 10,350,000 founder shares. The Sponsor will forfeit 760,000 founder shares pursuant to the terms of the Sponsor Support Agreement. In addition, there are currently outstanding warrants to purchase 30,980,000 shares of Class A Common Stock, consisting of public warrants to purchase 20,700,000 shares of Class A Common Stock and private placement warrants to purchase 10,280,000 shares of Class A Common Stock. Each whole warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to certain adjustments. Only whole warrants are exercisable. The warrants will become exercisable thirty (30) days after the completion of an Initial Business Combination, and will expire five (5) years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, Pure may redeem the outstanding warrants, in whole but not in part, at a price of $0.01 per warrant, upon a minimum of thirty (30) days’ prior written notice of redemption to each warrant holder and if, and only if, the last sale prices of the Class A Common Stock equal or exceed $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any twenty (20) trading days within a thirty (30) trading day period ending on the third (3^rd) trading day prior to the date Pure sends the notice of redemption to the warrant holders; and only if there is a current registration statement in effect with respect to the shares of Class A Common Stock issuable upon the exercise of such warrants. The private placement warrants, however, are non-redeemable so long as they are held by Pure’s Sponsor or its permitted transferees.

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On October 10, 2019, Pure’s stockholders approved an extension of the date by which Pure must consummate an Initial Business Combination (the “Extension”) from October 17, 2019, to February 21, 2020 (the “Extended Date”). Pure requested the Extension in order to complete an Initial Business Combination. In connection with the Extension, 3,594,000 shares of Class A Common Stock were redeemed, for a total value of $36,823,301 on October 11, 2019 and 248,000 public warrants were tendered and accepted for payment on October 16, 2019. Further, Pure’s Sponsor has agreed to loan, or cause an affiliate to loan, Pure or one of Pure’s subsidiaries an amount equal to $0.033 for each share of Class A Common Stock issued in the IPO that was not redeemed in connection with the stockholder vote to approve the Extension for each month (commencing on October 17, 2019 and on the 17^th day of each subsequent calendar month) that is needed by Pure to complete the Initial Business Combination from October 17, 2019 until the Extended Date.

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On November 27, 2019, Pure and HighPeak Energy entered into the HPK Business Combination Agreement, by and among Pure, HighPeak Energy, MergerSub, the HPK Contributors and, solely for the limited purposes specified therein, the HPK Representative, pursuant to which, among other things and subject to the terms and conditions contained therein, at the HPK Closing (a) MergerSub will merge with and into Pure, with Pure surviving as a wholly owned subsidiary of HighPeak Energy, (b) each outstanding share of Class A Common Stock and Class B Common Stock of Pure will be converted into the right to receive one share of HighPeak Energy common stock, other than certain shares held by Pure’s Sponsor that will be forfeited prior to the merger, (c) the HPK Contributors will (A) contribute their limited partner interests in HPK LP to HighPeak Energy in exchange for HighPeak Energy common stock for total consideration of 71,150,000 shares of HighPeak Energy common stock, subject to the adjustments described in the section entitled “Proposal No. 1-The Business Combination Proposal-The HPK Business Combination Agreement” and the general partner interest in HPK LP 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 Pure or HighPeak Energy is the obligor, in exchange for shares of HighPeak Energy common stock, (d) all Sponsor Loans, if any, will be cancelled in connection with the HPK Closing, and (e) following the consummation of the transactions contemplated by the Grenadier Contribution Agreement for total consideration of approximately $465 million in cash, 15,760,000 shares of HighPeak Energy common stock and 2,500,000 warrants to purchase HighPeak Energy common stock at the Closing, subject to adjustments described in the section entitled “Proposal No. 1-The Business Combination Proposal-The Grenadier Contribution Agreement”, HighPeak Energy will cause HPK LP to merge with and into Pure with all interests in HPK LP being cancelled for no consideration. For more detailed information on the closing conditions to the HPK Business Combination Agreement, see the section entitled “Proposal No. 1—The HPK Business Combination Proposal—The HPK Business Combination Agreement—Conditions to Closing of the HPK Business Combination Agreement.”   

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For more information about the Business Combination Agreements, the consideration to be received by the HPK Contributors and Grenadier and the business combination generally, see the section entitled “Proposal No. 1—The Business Combination Proposal.”

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As a result of the business combination and pursuant to the warrant agreement, Pure’s warrants will become warrants of HighPeak Energy exercisable for shares of HighPeak Energy common stock on the terms set forth therein.

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For more information about the post-combination company and the Target Assets, see the sections entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of HighPeak Energy” and “Information About the Target Assets.”

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It is anticipated that, upon consummation of the business combination, Grenadier, the assets of which represent only a portion of the Target Assets, will be the “predecessor” for financial reporting purposes. For more information about Grenadier and the Grenadier Assets, see the sections entitled “Selected Historical Financial Information of Grenadier” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Grenadier.”

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The proposed business combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

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Under Pure’s Charter, in connection with any stockholder meeting called to approve a proposed Initial Business Combination, each public stockholder will have the right, regardless of whether he or she is voting for or against such proposed business combination, to demand that Pure convert his or her shares into the right to receive in cash a pro rata share of the Trust Account. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, telephone number and address to the Transfer Agent to require Pure to validly redeem its shares. Pure may require public stockholders, whether they are a record holder or hold their shares in “street name,” to either (i) physically tender their certificates to Pure’s Transfer Agent or (ii) deliver their shares to the Transfer Agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forth in the tender offer documents or proxy materials sent in connection with the proposal to approve the business combination. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. In any event, shares tendered for redemption must be delivered not less than two (2) business days prior to the special meeting.

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On December 4, 2019, pursuant to Pure’s Sponsor’s obligation under a certain letter agreement entered into in connection with the IPO, HPEP II launched a tender offer to purchase, at $1.00 in cash per public warrant, all outstanding public warrants of Pure. The warrant tender offer is not conditioned upon any minimum number of warrants being tendered and will expire on January 17, 2020.

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In connection with the business combination, HighPeak Energy intends to apply to list its common stock and warrants on the NYSE under the ticker symbols “HPK” and “HPKWS.” Additionally, in connection with the business combination, Pure’s Common Stock, units and warrants will be delisted from the Nasdaq, deregistered under the Exchange Act and cease to be publicly traded.

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It is anticipated that, upon the Closing, the ownership of HighPeak Energy will be as follows:

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The public stockholders will collectively own 37,806,000 shares of HighPeak Energy common stock, or approximately 20%;

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The HighPeak Group and Pure’s existing independent directors will collectively own 112,074,279 shares of HighPeak Energy common stock, or approximately 60%, as follows:

o

o

The HPK Contributors will collectively own 87,484,279 shares of HighPeak Energy common stock, or approximately 47%, received as consideration pursuant to the HPK Business Combination Agreement; and

o

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The PIPE Investors will own 20,000,000 shares of HighPeak Energy common stock, or approximately 11%; and

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Grenadier will own 15,760,000 shares of HighPeak Energy common stock, or approximately 9%.

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The public stockholders would collectively own 58,258,000 shares of HighPeak Energy common stock, or approximately 26%;

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o

o

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The HPK Contributors would own 87,484,279 shares of HighPeak Energy common stock, or approximately 39%;

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The PIPE Investors would collectively own 20,000,000 shares of HighPeak Energy common stock, or approximately 9%; and

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Grenadier would own 18,260,000 shares of HighPeak Energy common stock, or approximately 8%, including 2,500,000 shares of HighPeak Energy common stock issuable upon the exercise of warrants received as consideration under the Grenadier Contribution Agreement. 

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Pure’s board of directors (the “Pure Board”) considered various factors in determining whether to approve the Business Combination Agreements and the business combination, including the unanimous recommendation of the Pure Special Committee for the Pure Board to approve the business combination. For more information about the Pure Board’s decision-making process, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Pure Board’s Reasons for the Approval of the Business Combination.”

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The HPK Business Combination Agreement contemplates the execution by certain parties of various agreements at the Closing, including, among others, the Stockholders’ Agreement and the Registration Rights Agreement, copies of which are attached to this proxy statement/prospectus as Annexes E and F, respectively. For more information about these agreements, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements.”

Q:

Why am I receiving this proxy statement/prospectus?

A:

Pure stockholders are being asked in connection with the special meeting of stockholders to consider and vote upon, among other things, a proposal to approve and adopt the Business Combination Proposal, including:

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Q:

When and where is the special meeting?

A:

Q:

What is being voted on at the special meeting?

A:

Pure stockholders will vote on the following proposals at the special meeting:

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The Adjournment Proposal— To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (Proposal No. 2).

Q:

What will happen in the business combination?

A:

On November 27, 2019, Pure and HighPeak Energy entered into the HPK Business Combination Agreement, pursuant to which, among other things, and subject to the terms and conditions contained therein, HighPeak Energy has agreed to acquire the HighPeak Assets. Under the terms of the HPK Business Combination Agreement, at the Closing of the business combination, (i) MergerSub will merge with and into Pure, with Pure surviving as a wholly owned subsidiary of HighPeak Energy, (ii) each outstanding share of Class A Common Stock and Class B Common Stock of Pure will be converted into the right to receive one share of HighPeak Energy common stock, other than certain shares held by Pure’s Sponsor that will be forfeited prior to the merger, (iii) the HPK Contributors will (A) contribute their limited partner interests in HPK LP to HighPeak Energy in exchange for HighPeak Energy common stock for total consideration of 71,150,000 shares of HighPeak Energy common stock, subject to the adjustments described in the section entitled “Proposal No. 1-The Business Combination Proposal-The HPK Business Combination Agreement” and the general partner interest in HPK LP 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 Pure or HighPeak Energy is the obligor, in exchange for shares of HighPeak Energy common stock, (iv) all Sponsor Loans, if any, will be cancelled in connection with the HPK Closing, and (v) following the consummation of the transactions contemplated by the Grenadier Contribution Agreement for total consideration of approximately $465 million in cash, 15,760,000 shares of HighPeak Energy common stock and 2,500,000 warrants to purchase HighPeak Energy common stock at the Closing, subject to adjustments described in the section entitled “Proposal No. 1-The Business Combination Proposal-The Grenadier Contribution Agreement”, HighPeak Energy will cause HPK LP to merge with and into Pure with all interests in HPK LP being cancelled for no consideration. As a result of the business combination and pursuant to the warrant agreement, Pure’s warrants will become warrants of HighPeak Energy exercisable for shares of HighPeak Energy common stock on the terms set forth therein. For more information about the HPK Business Combination Agreement and the business combination, see the section entitled “Proposal No. 1—The Business Combination Proposal.”

Business Combination Agreements

Contributors

Consideration

HPK Business Combination Agreement

HighPeak Energy, LP

HighPeak Energy II, LP

HighPeak Energy III, LP

HPK Energy, LLC

71,150,000 shares of HighPeak Energy common stock, subject to the adjustments described in the section entitled “Proposal No. 1—The Business Combination Proposal—The HPK Business Combination Agreement.” Based upon the assumptions set forth under “Certain Defined Terms,” we currently expect HighPeak Energy to issue approximately 87,484,279 shares of HighPeak Energy common stock to the HPK Contributors at Closing pursuant to the HPK Business Combination Agreement.

Business Combination Agreements

Contributors

Consideration

Grenadier Contribution Agreement

Grenadier Energy Partners II, LLC

Approximately $465 million in cash, 15,760,000 shares of HighPeak Energy common stock and 2,500,000 warrants to purchase HighPeak Energy common stock at the Closing, subject to the adjustments described in the section entitled “Proposal No. 1—The Business Combination Proposal—The Grenadier Contribution Agreement.” Based upon the assumptions set forth under “Certain Defined Terms,” and certain other assumptions regarding the adjustments described above, HighPeak Energy currently expects to pay approximately $460 million in cash to Grenadier at the Grenadier Closing after accounting for such adjustments.

Q:

How were transaction structure and consideration in the business combination determined?

A:

Q:

Why is Pure providing its stockholders with the opportunity to vote on the business combination?

A:

As a result of the structure of the business combination as a merger of Pure with MergerSub, approval by Pure’s stockholders of the business combination is required under Delaware corporate law. In addition, under Pure’s Charter, Pure must provide all public stockholders with the opportunity to have their shares redeemed upon the consummation of an Initial Business Combination either in conjunction with a tender offer or in conjunction with a stockholder vote with respect to such Initial Business Combination. Pure has elected to provide its public stockholders with the opportunity to have their shares redeemed in connection with Pure’s required stockholder vote rather than a tender offer. Therefore, Pure is seeking to obtain the approval of its stockholders of the Business Combination Proposal, as required by Delaware corporate law, and are allowing public stockholders to effectuate redemptions of their public shares in connection with the Closing. Pure will not consummate the business combination unless the Business Combination Proposal is approved at the special meeting.

Q:

What conditions must be satisfied to complete the business combination?

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Q:

How will HighPeak Energy be managed and governed following the business combination?

A:

Following the consummation of the business combination, Jack Hightower will serve as Chief Executive Officer, Rodney L. Woodard will serve as Chief Operating Officer and Steven W. Tholen will serve as Chief Financial Officer of HighPeak Energy. For more information, see the section entitled “Management After the Business Combination.” Immediately prior to the business combination, HighPeak Energy Management, LLC, which is owned by Mr. Hightower and certain other individuals, will sell HighPeak Employer to HPK LP, which, subject to certain limited conditions, will then be contributed to HighPeak Energy in the business combination. HighPeak Employer employs all of the personnel that provide services to the HighPeak Funds and their subsidiaries, including the HighPeak Contributed Entities. As a result, HighPeak Energy will be managed by the executive officers named above and employees who have historically provided services to the HighPeak Funds, including operating the HighPeak Assets. In addition, following the Grenadier Closing, HighPeak Assets II has the option to enter into a Transition Services Agreement with Grenadier with respect to the Grenadier Assets that provides for services related to the operation of the Grenadier Assets by Grenadier. However, HighPeak Energy does not expect to utilize the services under the Transition Services Agreement and HighPeak Energy does not currently expect to retain any senior management of Grenadier.

Q:

Will HighPeak Energy obtain new financing in connection with the business combination?

A:

In connection with the entry into the HPK Business Combination Agreement, HighPeak Energy intends to enter into subscription agreements with certain qualified institutional buyers and accredited investors, pursuant to which, among other things, HighPeak Energy agreed to issue and sell, pursuant to the PIPE Investment, an aggregate of 20,000,000 shares of HighPeak Energy common stock to such investors for aggregate gross proceeds of $200 million. For more information, see “Proposal No. 1—The Business Combination Proposal—Related Agreements—Subscription Agreements.”

Q:

Other than the new financing discussed above, are there any arrangements to help ensure that HighPeak Energy will have sufficient funds, together with the proceeds in the Trust Account, to fund the acquisition of the Grenadier Assets and its drilling program following the business combination?

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Q:

A:

It is anticipated that, upon completion of the business combination and based on the assumptions set forth below, the ownership of HighPeak Energy will be as follows:

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the public stockholders would collectively own 37,806,000 shares of HighPeak Energy common stock, or approximately 20%;

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The HighPeak Group and Pure’s existing independent directors will collectively own 112,074,279 shares of HighPeak Energy common stock, or approximately 60%, as follows:

o

o

The HPK Contributors will collectively own 87,484,279 shares of HighPeak Energy common stock, or approximately 47%, received as consideration pursuant to the HPK Business Combination Agreement; and

o

HPEP II and HPEP III will collectively own 15,000,000 shares of HighPeak Energy common stock, or approximately 8%, pursuant to their purchase of such shares under the Forward Purchase Agreement Amendment;

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The PIPE Investors will own 20,000,000 shares of HighPeak Energy common stock, or approximately 11%; and

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Grenadier will own 15,760,000 shares of HighPeak Energy common stock, or approximately 9%.

(i)

the Closing occurred on December 31, 2019;  

(ii)

the HPK Closing occurs prior to the Grenadier Closing;

(iii)

at the Closing, adjustments to the consideration payable to the HPK Contributors or Grenadier, as applicable, under the Business Combination Agreements were calculated assuming:

(a)

(b)

(c)

the Grenadier purchase price deposits made previously by HighPeak Assets II or its affiliates total $61.5 million plus any interest earned thereon;

(d)

cancelled loans will consist of approximately $6 million of Sponsor Loans through Closing on December 31, 2019;

(e)

transaction expenses will be approximately $40 million; and

(f)

there are no other material adjustments to the consideration payable to the HPK Contributors or Grenadier under the Business Combination Agreements.

(iv)

at the Closing, the PIPE Investors purchase 20,000,000 shares of HighPeak Energy common stock, in the aggregate, for aggregate gross proceeds of $200 million to HighPeak Energy;

(v)

at the Closing, HPEP II and HPEP III purchase an aggregate 15,000,000 shares of HighPeak Energy common stock and 5,000,000 forward purchase warrants pursuant to the Forward Purchase Agreement Amendment, for aggregate gross proceeds of $150 million;

(vi)

at the Closing, Grenadier will receive 15,760,000 shares of HighPeak Energy common stock and 2,500,000 warrants pursuant to the Grenadier Contribution Agreement;

(vii)

no additional public stockholders elect to have their shares redeemed;

(viii)

no member of the HighPeak Group purchases shares of Class A Common Stock or HighPeak Energy common stock in the open market;

(ix)

there are no other issuances of equity interests of Pure or HighPeak Energy prior to or in connection with the Closing; and

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the public stockholders would collectively own 58,258,000 shares of HighPeak Energy common stock, or approximately 26%;

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o

o

The HPK Contributors would own 87,484,279 shares of HighPeak Energy common stock, or approximately 39%; and

o

HPEP II and HPEP III would collectively own 20,248,000 shares of HighPeak Energy common stock, or approximately 9%, including 5,000,000 shares of HighPeak Energy common stock issuable upon exercise of the forward purchase warrants acquired under the Forward Purchase Agreement Amendment and 248,000 shares of HighPeak Energy common stock issued upon exercise of public warrants acquired by HPEP II in connection with Pure’s Extension.

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the PIPE Investors would collectively own 20,000,000 shares of HighPeak Energy common stock, or approximately 9%; and

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Q:

Will my rights as a stockholder of HighPeak Energy be different from my rights as a stockholder of Pure?

A:

Yes, there are certain material differences between your rights as a stockholder of Pure and your rights as a stockholder of HighPeak Energy. You are urged to read the sections entitled “Description of HighPeak Energy Securities” and “Comparison of Rights of Stockholders of Pure and HighPeak Energy.”

Q:

Does the Pure Board, including the independent members thereof, recommend that Pure’s stockholders approve the business combination and the related Proposals?

A:

Yes. The Pure Board, upon the unanimous recommendation of the Pure Special Committee, which consists of three independent members of the Pure Board, recommends that Pure stockholders vote “FOR” each of the Proposals. When you consider the recommendation of the Pure Board in favor of each of the Proposals, you should keep in mind that Jack Hightower and Rodney Woodard, each a member of the Pure Board and executive officers of Pure, both abstained from approving the Proposals and that certain of Pure’s directors and officers have interests in the business combination that may conflict with your interests as a Pure stockholder. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

Q:

Did the Pure Special Committee or Pure Board obtain a fairness opinion in determining whether or not to proceed with the business combination?

A:

No. Neither the Pure Special Committee nor the Pure Board received a fairness opinion from an independent financial advisor or accounting firm before their respective approval of the business combination. Although the Pure Special Committee retained an independent financial advisor in connection with the business combination, the Pure Special Committee did not request delivery of a fairness opinion prior to determining whether or not to proceed with the business combination. Instead, the independent financial advisor engaged by the Pure Special Committee conducted financial analyses of the financial terms of the proposed business combination that assisted the Pure Special Committee in determining whether or not to proceed with the business combination. See the section entitled “Proposal No. 1—The Business Combination Proposal.”

Q:

What happens if I sell my shares of Class A Common Stock before the special meeting?

A:

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Class A Common Stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your shares of Class A Common Stock prior to the record date, you will have no right to vote those shares at the special meeting or seek redemption of those shares.

Q:

How has the announcement of the business combination affected the trading price of Pure units, Class A Common Stock and warrants?

Q:

Following the business combination, will HighPeak Energy’s securities trade on a stock exchange?

A:

HighPeak Energy anticipates that upon the Closing, HighPeak Energy will apply to list its common stock and warrants for trading on the NYSE under the ticker symbols “HPK” and “HPKWS,” respectively. Additionally, in connection with the business combination, Pure’s Common Stock, units and warrants will be delisted from the Nasdaq, deregistered under the Exchange Act and cease to be publicly traded.

Q:

What vote is required to approve the Proposals presented at the special meeting?

A:

The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock represented in person or by proxy and entitled to vote thereon, voting as a single class, but the Adjournment Proposal requires only the affirmative vote of a majority of the holders of the outstanding shares of Class A Common Stock and Class B Common Stock represented in person or by proxy and entitled to vote thereon, voting as a single class, and actually cast at the special meeting.

Q:

May Pure’s Sponsor, directors, officers, advisors or their affiliates purchase shares in connection with the business combination?

A:

In connection with the stockholder vote to approve the proposed business combination, Pure’s Sponsor, directors, officers, advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Initial Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that the seller, although still the record holder of Pure’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Pure’s Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the selling stockholder’s per share pro rata portion of the Trust Account. Further, under the Forward Purchase Agreement Amendment, HPEP II and HPEP III have committed to purchase an aggregate number of 15,000,000 shares of HighPeak Energy common stock and 5,000,000 forward purchase warrants in connection with the consummation of the business combination.

Q:

How many votes do I have at the special meeting?

A:

Pure’s stockholders are entitled to one vote at the special meeting for each share of Class A Common Stock or Class B Common Stock held of record as of                    , 2020, the record date for the special meeting. As of the close of business on the record date, there were 37,806,000 outstanding shares of Class A Common Stock, which are held by public stockholders, and 10,350,000 outstanding shares of Class B Common Stock, of which 10,206,000 shares are held by Pure’s Sponsor and 48,000 shares are held by each of Pure’s independent directors. Under a letter agreement entered into at the IPO, Sponsor and Pure’s independent directors have agreed to vote their founder shares “FOR” the business combination.

Q:

What constitutes a quorum at the special meeting?

A:

A quorum of Pure stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of common stock are represented in person or by proxy at the meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the special meeting in person. Abstentions (but not broker non-votes) will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the special meeting may adjourn the special meeting to another date.

Q:

How will Pure’s Sponsor, directors and officers vote?

A:

Pure expects that its Sponsor, officers and directors will vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of the Proposals. In fact, under a letter agreement entered into at the IPO, Sponsor and Pure’s independent directors have agreed to vote their founder shares “FOR” the business combination. Currently, Pure’s Sponsor and independent directors own all outstanding shares of Class B Common Stock and collectively own approximately 21.5% of Pure’s aggregate outstanding Class A Common Stock and Class B Common Stock.

Q:

What interests do Pure’s Sponsor and its current officers and directors have in the business combination?

A:

In considering the recommendation of the Pure Board to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, Pure’s Sponsor and certain of Pure’s directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders. Pure’s directors, including the members of the Pure Special Committee, were aware of and considered these interests, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include:

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the fact that Pure’s Sponsor, officers and directors will lose their entire investment in Pure and that the private placement warrants held by Pure’s Sponsor would expire worthless if an Initial Business Combination is not completed;

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the fact that Pure’s Sponsor, officers and directors have agreed not to require Pure to redeem any of the shares of Class A Common Stock held by them in connection with a stockholder vote to approve the business combination;

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if the Trust Account is liquidated, including in the event Pure is unable to complete an Initial Business Combination within the required time period, Pure’s Sponsor has agreed to indemnify Pure to ensure that the proceeds in the Trust Account are not reduced below $10 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Pure has entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

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the fact that Pure’s Sponsor has agreed to loan, or cause an affiliate to loan, Pure or one of Pure’s subsidiaries (i) an amount equal to $0.033 for each share of Class A Common Stock issued in the IPO that was not redeemed in connection with the stockholder vote to approve the extension of the date by which Pure has to consummate a business combination for each month (commencing on October 17, 2019 and on the 17^th day of each subsequent calendar month) Pure needs to complete an Initial Business Combination from October 17, 2019 until February 21, 2020 and (ii) such other amounts as Pure may agree upon with the HPK Contributors, the HighPeak Contributed Entities or another affiliate of Pure’s Sponsor (the loans described in clauses (i) and (ii), collectively, the “Sponsor Loans”). Pure and Pure’s Sponsor intend that all Sponsor Loans will be cancelled in connection with the HPK Closing;

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the fact that HPEP II commenced a tender offer to purchase Pure’s outstanding public warrants for $1.00 per public warrant (exclusive of commissions) in cash on December 4, 2019;

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the fact that holders of public warrants not purchased by HPEP II in connection with the public warrant tender offer will have $1.00 in cash distributed to them per public warrant from an amount placed in escrow by Sponsor at the time of the IPO in connection with the redemption of Pure’s public shares that will occur if Pure is unable to consummate a business combination;

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the fact that Jack Hightower will serve as Chief Executive Officer and Chairman of the HighPeak Energy Board, Steven W. Tholen will serve as Chief Financial Officer and Rodney L. Woodard will serve as Chief Operating Officer of HighPeak Energy following the business combination;

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the fact that the HPK Contributors are affiliates of Pure’s Sponsor and ultimately controlled by Jack Hightower, and Pure’s Sponsor and its affiliates, including the HPK Contributors, are expected to collectively own 112,074,279 shares of HighPeak Energy common stock, or approximately 60%, after the Closing;

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the right of the HighPeak Group, pursuant to the Stockholders’ Agreement, to appoint a specified number of directors to the HighPeak Energy Board until the termination of the Stockholders’ Agreement;

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the fact that neither Pure’s officers or directors may participate in the formation of, or become a director or officer of, any other blank check company until Pure has entered into a definitive agreement regarding an Initial Business Combination or fails to complete an Initial Business Combination by February 21, 2020;

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the fact that at the Closing, Pure’s Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on Pure’s behalf, such as identifying, investigating and consummating an Initial Business Combination and that affiliates of Pure’s Sponsor will be reimbursed for certain of their own transaction expenses pursuant to the HPK Closing;

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the fact that Jack Hightower and other members of Pure’s management team hold interests in HPK LP, and acquired the oil and gas interests owned by HighPeak Assets I and HighPeak Assets II at an aggregate cost that is less than the valuation of the same assets in the HPK Business Combination Agreement;

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the fact that Jack Hightower and other members of Pure’s management team hold interests in HPK LP, which owns HighPeak Assets II and HighPeak Assets II has previously made $61.5 million of deposits to Grenadier that will be forfeited if the business combination does not close and HighPeak Assets II is otherwise unable to separately fund the purchase price for the Grenadier Assets; and

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the fact that Pure is a party to a registration rights agreement with Pure’s Sponsor and certain of its directors, which provides for registration rights to such parties, and HighPeak Energy will enter into a new registration rights agreement with Grenadier, the HighPeak Group and certain of HighPeak Energy’s directors in connection with the business combination.

Q:

What are the relationships between Pure, Sponsor and its affiliates and HPK LP?

A:

Q:

What happens if I vote against the Business Combination Proposal?

A:

Q:

Do I have redemption rights?

A:

If you are a holder of Class A Common Stock, you may elect to require that Pure redeem all or a portion of your public shares upon the completion of Pure’s Initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, which will be inclusive of an amount equal to the Sponsor Extension Loans and interest earned on the funds held in the Trust Account and not previously released to pay franchise and income taxes, divided by the number of then-outstanding public shares, subject to the limitations described herein. Pure’s Charter provides that in no event will Pure redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Unlike some other blank check companies, Pure has no specified maximum redemption threshold and there is no other limit on the amount of public shares for which you can require redemption. However, unless waived by the parties to the HPK Business Combination Agreement, it is a condition to closing under the HPK Business Combination Agreement that HighPeak Energy shall have not less than $275 million of Available Liquidity (as defined in the HPK Business Combination Agreement), which amount is measured at Closing. We estimate that the maximum number of shares that may be redeemed and still permit us to meet the minimum Available Liquidity closing condition under the HPK Business Combination Agreement is approximately 24,926,686 shares of Class A Common Stock, resulting in an aggregate payment of approximately $255.0 million out of the Trust Account. See discussion of the “Maximum Redemption Scenario” in the section entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of HighPeak Energy.”

Pure’s Sponsor, directors and officers have agreed to waive their redemption rights with respect to any shares of Pure’s capital stock they may hold in connection with the consummation of the business combination, and the founder shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of December 31, 2019 of approximately $392.0 million, the estimated per share redemption price would have been approximately $10.37. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitled to a pro rata portion of the Trust Account (including the Sponsor Extension Loans and interest earned on the funds held in the Trust Account and not previously released to Pure to fund its working capital requirements) in connection with the liquidation of the Trust Account or if Pure subsequently completes a different business combination on or prior to February 21, 2020.

Q:

Will how I vote affect my ability to exercise redemption rights?

A:

No. You may exercise your redemption rights whether you vote your shares of Class A Common Stock for or against or abstain on the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the business combination can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders and less cash.

Q:

How do I exercise my redemption rights?

A:

In order to exercise your redemption rights, you must (i) if you hold public units, separate the underlying public shares and public warrants and (ii) prior to                    , Eastern Time, on                     , 2020, tender your shares physically or electronically and submit a request in writing that Pure redeem your public shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

Q:

What are the U.S. federal income tax consequences of exercising my redemption rights?

A:

Q:

Are there any other material U.S. federal income tax consequences to holders of Pure Common Stock and holders of Pure warrants that are expected to result from the business combination?

A:

It is intended that the business combination qualify as a tax-deferred transaction, and, as a result, holders of Pure Common Stock generally should not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of their Pure Common Stock for HighPeak Energy common stock. Although the matter is not free from doubt, a holder of Pure warrants may recognize gain with respect to its Pure warrants as a result of the business combination. See section entitled “Proposal No. 1—The Business Combination Proposal—U.S. Federal Income Tax Considerations.” You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state, local or foreign income or other tax consequences of the business combination to you.

Q:

If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:

Q:

Do I have appraisal rights if I object to the proposed business combination?

A:

No. There are no appraisal rights available to holders of Class A Common Stock or Class B Common Stock in connection with the business combination.

Q:

What happens to the funds deposited in the Trust Account after consummation of the business combination?

A:

Q:

What happens if the business combination is not consummated or is terminated?

A:

There are certain circumstances under which the Business Combination Agreements may be terminated. See the sections entitled “Proposal No. 1—The Business Combination Proposal—The HPK Business Combination Agreement—Termination Rights” and “Proposal No. 1—The Business Combination Proposal—The Grenadier Contribution Agreement—Termination Rights” for additional information regarding the parties’ specific termination rights. In accordance with Pure’s Charter, if an Initial Business Combination is not consummated by February 21, 2020, Pure will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem shares held by public stockholders, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds in the Trust Account and not previously released to Pure to fund working capital requirements, and/or to pay taxes (less up to $50,000 of interest to pay dissolution expenses) divided by the number of then-outstanding shares held by public stockholders, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Pure Board, dissolve and liquidate, subject in each case to Pure’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Q:

When is the business combination expected to be consummated?

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Q:

What do I need to do now?

A:

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes, and to consider how the business combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:

How do I vote?

A:

If you were a holder of record of Class A Common Stock or Class B Common Stock on                    , 2020, the record date for the special meeting, you may vote with respect to the Proposals in person at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your bank, broker or other nominee to ensure that votes related to the shares you beneficially own are properly counted. You must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q:

What will happen if I abstain from voting or fail to vote at the special meeting?

A:

At the special meeting, Pure will count (i) a properly executed proxy marked “ABSTAIN” with respect to a particular proposal and (ii) a person that attends the special meeting in person but does not vote as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have the effect of a vote “AGAINST” the Business Combination Proposal, but will have no effect on the Adjournment Proposal. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the effect of a vote “AGAINST” the Business Combination Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal.

Q:

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A:

Signed and dated proxies received by Pure without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders.

Q:

If I am not going to attend the special meeting in person, should I submit my proxy card instead?

A:

Yes. Whether you plan to attend the special meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:

No. Under the rules of various national and regional securities exchanges, your banks, brokers or other nominees cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Pure believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:

May I change my vote after I have submitted my executed proxy card?

A:

Yes. You may change your vote by sending a later-dated, signed proxy card at the address listed below so that it is received by Pure’s Chief Financial Officer prior to the special meeting or by attending the special meeting in person and voting at the special meeting. You also may revoke your proxy by sending a notice of revocation to Pure’s Chief Financial Officer, which must be received prior to the special meeting.

Q:

What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to ensure that your vote is cast with respect to all of your shares.

Q:

Who can help answer my questions?

A:

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Q:

Who will solicit and pay the cost of soliciting proxies?

A:

Pure will pay the cost of soliciting proxies for the special meeting. Pure has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the special meeting. Pure has agreed to pay Morrow Sodali a fee of $32,500, plus disbursements. Pure will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Pure will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Class A Common Stock and Class B Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Class A Common Stock and Class B Common Stock and in obtaining voting instructions from those owners. Pure’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.