i.

up to an aggregate 26,005,983 shares of common stock, par value $0.0001 per share (“Common Stock”), of HighPeak Energy, Inc. (the “Company”), including (a) 5,012,629 shares of Common Stock to be issued as partial consideration for the exchange of shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Pure Acquisition Corp. (“Pure”), (b) 5,000,000 shares of Common Stock to be issued as consideration for the exchange of shares of Class B common stock, par value $0.0001 per share, of Pure (the “Class B Common Stock”), (c) 5,341,517 shares of Common Stock issuable upon exercise of the warrants referred to in clause (ii) of this sentence, and (d) 10,651,837 shares of Common Stock issuable upon settlement of the CVRs (as defined in the accompanying proxy statement/prospectus) referred to in clause (iii) of this sentence;

ii.

up to an aggregate 5,341,517 warrants of the Company, including (i) 5,012,629 warrants to be issued as partial consideration for the exchange of shares of Class A Common Stock of Pure and (ii) 328,888 warrants to be issued as consideration for the exchange of public warrants (as defined in the accompanying proxy statement/prospectus) of Pure; and

iii.

up to an aggregate 5,012,629 CVRs to be issued as partial consideration for the exchange of shares of Class A Common Stock of Pure.

i.

up to an aggregate of 23,970,375 shares of Common Stock of Company, including (a) 5,811,000 shares of Common Stock issued pursuant to the Forward Purchase Agreement Amendment (as defined below), (b) 5,811,000 shares of Common Stock issuable upon exercise of the forward purchase warrants (as defined in the accompanying proxy statement/prospectus) and (c) 12,348,375 shares of Common Stock issuable upon settlement of the CVRs and owned by the selling securityholders identified in this prospectus (the “selling securityholders”) pursuant to the Forward Purchase Agreement Amendment;

ii.

up to an aggregate of 5,811,000 forward purchase warrants issued pursuant to the Forward Purchase Agreement Amendment; and

iii.

up to an aggregate of 5,811,000 CVRs issued pursuant to the Forward Purchase Agreement Amendment by the selling securityholders.

●

The Business Combination Proposal— To consider and vote upon a proposal to approve and adopt the Business Combination Agreement (defined below) and the transactions contemplated thereby (the “business combination” and such proposal, the “Business Combination Proposal”) (Proposal No. 1):

●

a Business Combination Agreement (as amended and as may be further amended from time to time, the “Business Combination Agreement”), dated May 4, 2020, by and among (i) Pure, (ii) HighPeak Energy, Inc., a Delaware corporation and a wholly owned subsidiary of Pure (“HighPeak Energy”), (iii) Pure Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HighPeak Energy (“MergerSub”), (iv) HighPeak Energy, LP, a Delaware limited partnership (“HighPeak I”), (v) HighPeak Energy II, LP, a Delaware limited partnership (“HighPeak II”), (vi) HighPeak Energy III, LP, a Delaware limited partnership (“HighPeak III”), (vii) HPK Energy, LLC, a Delaware limited liability company (“HPK GP” and, together with HighPeak I, HighPeak II and HighPeak III, the “HPK Contributors”) and the general partner of HPK Energy, LP, a Delaware limited partnership (“HPK LP”), and an affiliate of HighPeak Pure Acquisition, LLC, a Delaware limited liability company (Pure’s “Sponsor”), and (viii) solely for the limited purposes specified therein, HighPeak Energy Management, LLC, a Delaware limited liability company (the “HPK Representative”), pursuant to which, among other things and subject to the terms and conditions contained therein, (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 (other than certain shares of Class B Common Stock that will be surrendered for cancellation by Pure’s Sponsor) will be converted into the right to receive (A) one share of HighPeak Energy common stock (and cash in lieu of fractional shares, if any), and (B) solely with respect to each outstanding share of Class A Common Stock, (i) a cash amount, without interest, equal to the amount, if any, by which the per-share redemption value of Class A Common Stock at the closing of the business combination (the “Closing”) exceeds $10.00 per share, without interest, in each case, (ii) one (1) CVR (as defined in the accompanying proxy statement/prospectus) for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (A), representing the right to receive additional shares of HighPeak Energy common stock (or such other specified consideration as is specified with respect to certain events) for Qualifying CVR Holders (as defined in the accompanying proxy statement/prospectus) if necessary to satisfy a 10% preferred simple annual return, subject to a floor downside per-share price of $4.00, as measured at the applicable maturity, which will occur on a date to be specified and which may be any date occurring during the period beginning on (and including) the two-year anniversary of the Closing and ending on (and including) the date that is thirty (30) months following the Closing, or in certain circumstances after the occurrence of certain change of control events with respect to our business, including certain mergers, consolidations and asset sales, as described in greater detail in the section entitled “Proposal No. 1—The Business Combination Proposal—Description of Contingent Value Rights” in the accompanying proxy statement/prospectus (with an equivalent number of shares of HighPeak Energy common stock held by certain HPK Contributors and their affiliates being collectively forfeited) and (iii) one warrant to purchase HighPeak Energy common stock for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (A), (c) the HPK Contributors will (A) contribute their limited partner interests in HPK LP to HighPeak Energy in exchange for HighPeak Energy common stock and the general partner interests 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 the outstanding Sponsor Loans (as defined in the accompanying proxy statement/prospectus) in exchange for HighPeak Energy common stock and such Sponsor Loans, if any, will be cancelled in connection with the Closing and (d) following the consummation of the foregoing transactions, HighPeak Energy will cause HPK LP to merge with and into the surviving corporation (as successor to Pure) with all interests in HPK LP being cancelled in exchange for no consideration; and

●

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).

●

The Business Combination Proposal— To consider and vote upon a proposal to approve and adopt the Business Combination Agreement (defined below) and the transactions contemplated thereby (the “business combination” and such proposal, the “Business Combination Proposal”) (Proposal No. 1):

●

a Business Combination Agreement (as amended and as may be further amended from time to time, the “Business Combination Agreement”), dated May 4, 2020, by and among (i) Pure, (ii) HighPeak Energy, Inc., a Delaware corporation and a wholly owned subsidiary of Pure (“HighPeak Energy”), (iii) Pure Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HighPeak Energy (“MergerSub”), (iv) HighPeak Energy, LP, a Delaware limited partnership (“HighPeak I”), (v) HighPeak Energy II, LP, a Delaware limited partnership (“HighPeak II”), (vi) HighPeak Energy III, LP, a Delaware limited partnership (“HighPeak III”), (vii) HPK Energy, LLC, a Delaware limited liability company (“HPK GP” and, together with HighPeak I, HighPeak II and HighPeak III, the “HPK Contributors”) and the general partner of HPK Energy, LP, a Delaware limited partnership (“HPK LP”), and an affiliate of HighPeak Pure Acquisition, LLC, a Delaware limited liability company (Pure’s “Sponsor”), and (viii) solely for the limited purposes specified therein, HighPeak Energy Management, LLC, a Delaware limited liability company (the “HPK Representative”), pursuant to which, among other things and subject to the terms and conditions contained therein, (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 (other than certain shares of Class B Common Stock that will be surrendered for cancellation by Pure’s Sponsor) will be converted into the right to receive (A) one share of HighPeak Energy common stock (and cash in lieu of fractional shares, if any), and (B) solely with respect to each outstanding share of Class A Common Stock, (i) a cash amount, without interest, equal to the amount, if any, by which the per-share redemption value of Class A Common Stock at the closing of the business combination (the “Closing”) exceeds $10.00 per share, without interest, in each case, (ii) one (1) CVR (as defined in the accompanying proxy statement/prospectus) for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (A), representing the right to receive additional shares of HighPeak Energy common stock (or such other specified consideration as is specified with respect to certain events) for Qualifying CVR Holders (as defined in the accompanying proxy statement/prospectus) if necessary to satisfy a 10% preferred simple annual return, subject to a floor downside per-share price of $4.00, as measured at the applicable maturity, which will occur on a date to be specified and which may be any date occurring during the period beginning on (and including) the two-year anniversary of the Closing and ending on (and including) the date that is thirty (30) months following the Closing, or in certain circumstances after the occurrence of certain change of control events with respect to our business, including certain mergers, consolidations and asset sales, as described in greater detail in the section entitled “Proposal No. 1—The Business Combination Proposal—Description of Contingent Value Rights” in the accompanying proxy statement/prospectus (with an equivalent number of shares of HighPeak Energy common stock held by certain HPK Contributors and their affiliates being collectively forfeited) and (iii) one warrant to purchase HighPeak Energy common stock for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (A), (c) the HPK Contributors will (A) contribute their limited partner interests in HPK LP to HighPeak Energy in exchange for HighPeak Energy common stock and the general partner interests 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 the outstanding Sponsor Loans (as defined in the accompanying proxy statement/prospectus) in exchange for HighPeak Energy common stock and such Sponsor Loans, if any, will be cancelled in connection with the Closing and (d) following the consummation of the foregoing transactions, HighPeak Energy will cause HPK LP to merge with and into the surviving corporation (as successor to Pure) with all interests in HPK LP being cancelled in exchange for no consideration; and

●

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

ii

SUMMARY TERM SHEET

ix

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR PURE STOCKHOLDERS

xv

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

1

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

25

RISK FACTORS

26

COMPARATIVE SHARE INFORMATION

65

SECURITIES MARKET INFORMATION

68

SPECIAL MEETING OF PURE STOCKHOLDERS

85

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

89

PROPOSAL NO. 2—THE ADJOURNMENT PROPOSAL

146

SELECTED HISTORICAL FINANCIAL DATA OF PURE

147

INFORMATION ABOUT PURE

148

SELECTED HISTORICAL FINANCIAL DATA OF THE PREDECESSORS

165

INFORMATION ABOUT THE TARGET ASSETS

166

MANAGEMENT AFTER THE BUSINESS COMBINATION

201

DESCRIPTION OF HIGHPEAK ENERGY SECURITIES

206

COMPARISON OF RIGHTS OF STOCKHOLDERS OF PURE AND HIGHPEAK ENERGY

214

SELLING SECURITYHOLDERS AND CERTAIN BENEFICIAL OWNERS OF SECURITIES

217

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

221

HOUSEHOLDING INFORMATION

228

TRANSFER AGENT AND REGISTRAR

228

LEGAL MATTERS

228

EXPERTS

228

SUBMISSION OF STOCKHOLDERS PROPOSALS

229

WHERE YOU CAN FIND ADDITIONAL INFORMATION

229

●

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

●

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

●

“Business Combination Agreement” are to the Business Combination Agreement, dated May 4, 2020, as amended by the Business Combination Agreement First Amendment, the Business Combination Agreement Second Amendment and the Business Combination Agreement Third Amendment and as may be further amended from time to time, by and among Pure, HighPeak Energy, MergerSub, HighPeak I, HighPeak II, HighPeak III, HPK GP, 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, (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 (other than certain shares of Class B Common Stock that will be surrendered for cancellation by Pure’s Sponsor) of Pure will be converted into the right to receive (A) one share of HighPeak Energy common stock (and cash in lieu of fractional shares, if any), and (B) solely with respect to each outstanding share of Class A Common Stock, (I) a cash amount, without interest, equal to the amount, if any, by which the per-share redemption value of Class A Common Stock at the Closing exceeds $10.00 per share, without interest, in each case, (II) one (1) CVR, for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (A) and (III) one warrant to purchase HighPeak Energy common stock for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (A), (iii) the HPK Contributors will (a) contribute their limited partner interests in HPK LP to HighPeak Energy in exchange for HighPeak Energy common stock and the general partner interests 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 the outstanding Sponsor Loans in exchange for HighPeak Energy common stock and such Sponsor Loans, if any, will be cancelled in connection with the Closing, and (iv) following the consummation of the foregoing transactions, HighPeak Energy will cause HPK LP to merge with and into the surviving corporation (as successor to Pure) with all interests in HPK LP being cancelled in exchange for no consideration;

●

●

“Business Combination Agreement First Amendment” are to the First Amendment to Business Combination Agreement, dated June 12, 2020, pursuant to which, among other things as described further in this proxy statement/prospectus, the parties to the Business Combination Agreement agreed to provide for additional merger consideration in cash to holders of shares of Pure’s Class A Common Stock in an amount per share equal to the amount, if any, by which the per-share redemption value of Pure’s Class A Common Stock at the Closing exceeds $10.00 per share;

●

“Business Combination Agreement Second Amendment” are to the Second Amendment to Business Combination Agreement, dated July 1, 2020, pursuant to which, among other things as described further in this proxy statement/prospectus, the parties to the Business Combination Agreement agreed to provide for Contingent Value Rights to be issued as merger consideration to holders of shares of Pure’s Class A Common Stock, as well as to the Forward Purchase Investors, among other amendments;

●

“Business Combination 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;

●

“Cash Consideration” are to the cash consideration, if any, to be paid to certain holders of Pure’s Class A Common Stock pursuant to the Business Combination Agreement First Amendment;

●

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

●

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

●

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

●

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

●

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

●

“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;

●

“Contingent Value Rights” or “CVRs” are to contractual contingent value rights to be issued to holders of Class A Common Stock and Forward Purchase Investors, representing the right of Qualifying CVR Holders to receive, in certain circumstances, additional shares of HighPeak Energy common stock (or, in limited circumstances, such other form as is provided for in the Contingent Value Rights Agreement), if necessary, to satisfy a 10% preferred simple annual return, subject to a floor downside per-share price of $4.00, as measured at the CVR Maturity Date (with an equivalent number of shares of HighPeak Energy common stock held by HighPeak I, HighPeak II and Sponsor being collectively forfeited) and described in further detail in the section entitled “Proposal No. 1—The Business Combination Proposal—Description of Contingent Value Rights”;

●

●

“Cumulative Unlevered Free Cash Flow” are to the sum of EBITDAX less capital expenditures for the periods presented;

●

“CVR Holder” are to a person or entity in whose name a CVR is registered in the CVR register maintained by the Rights Agent at any date of determination;

●

“CVR Maturity Date” are to (i) the date to be specified by HighPeak I, HighPeak II and Sponsor, which may be any date occurring during the period beginning on (and including) the second anniversary of the Closing and ending on (and including) the date that is thirty (30) months following the Closing, or (ii) in certain circumstances, the occurrence of certain change of control events with respect to our business, including certain mergers, consolidations and asset sales;

●

“CVR Sponsors” are to HighPeak Energy, Sponsor, HighPeak I and HighPeak II;

●

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

●

“Escrow Agreement” are to an escrow agreement to be executed by the parties thereto substantially in the form attached to the Contingent Value Rights Agreement;

●

“Escrowed Shares” are to a number of shares of HighPeak Energy common stock equal to the maximum number of shares of HighPeak Energy common stock that could become issuable to CVR Holders pursuant to the terms of the Contingent Value Rights Agreement as determined as of the Closing Date;

●

“Extensions” are to, collectively, the First Extension, the Second Extension and the Third Extension;

●

“Extension Date” are to August 21, 2020;

●

“First Extension” are to Pure’s stockholders’ approval of Pure’s proposal to extend the date by which Pure must consummate an Initial Business Combination from October 17, 2019 to February 21, 2020;

●

“Forward Purchases” are to (a) prior to the execution of the Forward Purchase Agreement Amendment, the issuance and purchase of up to 15,000,000 shares of Pure’s Class A Common Stock and up to 7,500,000 forward purchase warrants pursuant to the terms of the Forward Purchase Agreement and (b) as of and following the execution of the Forward Purchase Agreement Amendment, the issuance and purchase of up to 15,000,000 shares of HighPeak Energy common stock and a corresponding number of CVRs and forward purchase warrants on a one-for-one basis pursuant to the terms of the Forward Purchase Agreement Amendment; 

●

“Forward Purchase Agreement” are to (i), with respect to time periods prior to the execution of the Forward Purchase Agreement Amendment, that certain Forward Purchase Agreement, dated April 12, 2018, by and between Pure and HPEP I, pursuant to which, among other things, HPEP I is subscribed for an aggregate number of up to 15,000,000 units of Pure, consisting of one share of Class A Common Stock and one-half of one whole warrant to purchase one share of Class A Common Stock for $10.00 per unit, or an aggregate maximum amount of up to $150,000,000 immediately prior to or simultaneously with the closing of Pure’s Initial Business Combination and (ii) with respect to time periods at or after the execution of the Forward Purchase Agreement Amendment, the Forward Purchase Agreement Amendment, pursuant to which, among other things, the purchasers thereunder, which may include affiliates of HPEP I or unrelated third parties, will collectively purchase, in connection with the Closing, the number of forward purchase units as indicated therein, up to a maximum amount of 15,000,000 forward purchase units (and of which 5,811,000 are currently committed), with each forward purchase unit consisting of one share of HighPeak Energy common stock, one CVR and one warrant (which one whole warrant is exercisable for HighPeak Energy common stock), for $10.00 per forward purchase unit, or an aggregate maximum amount of up to $150,000,000. Additionally, HPEP I may elect to commit to purchase uncommitted forward purchase units or assign all or part of its right to purchase uncommitted forward purchase units to one or more third parties under the Forward Purchase Agreement Amendment prior to the Closing;

●

“Forward Purchase Agreement Amendment” are to an Amended and Restated Forward Purchase Agreement, dated as of July 24, 2020, by and among HighPeak Energy, each party designated as a purchaser therein (which may include purchasers that subsequently join as parties thereto), HPEP I and, solely for the limited purposes specified therein, Pure, pursuant to which, among other things, (i) the Forward Purchase Agreement entered into by and between HPEP I and Pure has been amended and restated in its entirety as described further in this proxy statement/prospectus and (ii) the purchasers thereunder will collectively purchase, in connection with the Closing, the number of forward purchase units as indicated therein, up to a maximum amount of 15,000,000 forward purchase units (and of which 5,811,000 are currently committed), with each forward purchase unit consisting of one share of HighPeak Energy common stock, one CVR and one warrant (which one whole warrant is exercisable for HighPeak Energy common stock), for $10.00 per forward purchase unit, or an aggregate maximum amount of up to $150,000,000. The aggregate 5,811,000 shares (and corresponding number of warrants and CVRs) includes 5,000,000 shares (and corresponding number of warrants and CVRs) irrevocably committed to be purchased under the Forward Purchase Agreement Amendment signed July 24, 2020, and 811,000 shares (and corresponding number of warrants and CVRs) irrevocably committed to be purchased by additional private purchasers under the Forward Purchase Agreement Amendment pursuant to Assignment and Joinder agreements entered into between such private purchasers and HPEP I subsequent to July 24, 2020. Additionally, HPEP I may further elect to commit to purchase uncommitted forward purchase units or assign all or part of its right to purchase uncommitted forward purchase units to one or more third parties under the Forward Purchase Agreement Amendment pursuant to Assignment and Joinder agreements prior to the Closing;

●

“Forward Purchase Investors” are to the qualified institutional buyers and accredited investors that will purchase forward purchase units pursuant to the Forward Purchase Agreement Amendment;

●

●

●

“founder shares” are to the aggregate 10,350,000 shares of Class B Common Stock, of which 10,206,000 are currently held by Pure’s Sponsor and 48,000 are currently held by each of Pure’s three independent directors, initially purchased by Pure’s Sponsor in connection with the organization of Pure, which are expected to be exchanged on a one-for-one basis for shares of HighPeak Energy common stock at the Closing, other than 5,350,000 of such founder shares held by Pure’s Sponsor that will be forfeited pursuant to the terms of the Sponsor Support Agreement;

●

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

●

“Grenadier Contribution Agreement” are to the Contribution Agreement, dated as of November 27, 2019, as amended on February 6, 2020 (the “Grenadier Amendment”) and as subsequently terminated on April 24, 2020, by and among Grenadier, HighPeak Assets II, Pure, HighPeak Energy and, solely for the limited purposes specified in the that certain amendment dated February 6, 2020, the HPK Contributors and HPK Representative;

●

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

●

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

●

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

●

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

●

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

●

“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;

●

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

●

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

●

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

●

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

●

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

●

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

●

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

●

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

●

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

●

“HPEP III” are to HighPeak Energy Partners III, LP, a Delaware limited partnership anticipated to be formed prior to or in connection with the Closing;

●

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

●

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

●

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

●

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

●

“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;

●

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

●

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

●

“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;

●

“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;

●

“Original HPK Business Combination Agreement” are to the Business Combination Agreement, dated as of November 27, 2019, as amended on February 6, 2020 (the “HPK Amendment”) and as subsequently terminated on April 24, 2020, by and among Pure, HighPeak Energy, MergerSub, the HPK Contributors and, solely for the limited purposes specified therein, the HPK Representative;

●

“Parent Merger” are to the exchange by holders of Pure Common Stock for HighPeak Energy common stock pursuant to the Business Combination Agreement;

●

“PIPE Investment” are to the previously contemplated issuance and sale of up to an aggregate amount of 10,000,000 shares of HighPeak Energy common stock and a corresponding number of CVRs and warrants on a one-for-one basis in a private placement to the PIPE Investors, the proceeds of which would have been used to fund a portion of the cash obligations of HighPeak Energy and its subsidiaries at and after the Closing;

●

“PIPE Investors” are to the qualified institutional buyers and accredited investors that would have purchased HighPeak Energy common stock and Contingent Value Rights pursuant to the PIPE Investment;

●

“Principal Stockholder Group” are to Sponsor, the HighPeak Funds and Jack Hightower;

●

“Predecessors” are, for the period from October 1, 2019 through Closing, to HPK LP, and for the year ended December 31, 2019, 2018 and 2017 to HighPeak I;

●

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

●

“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);

●

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

●

“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);

●

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

●

“Pure Board” are to the board of directors of Pure;

●

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

●

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

●

“Qualifying CVR Holders” are to CVR Holders as of the CVR Maturity Date and that provide certain information required under the Contingent Value Rights Agreement;

●

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

●

“Second Extension” are to Pure’s stockholders’ approval of Pure’s proposal to extend the date by which Pure must consummate an Initial Business Combination from February 21, 2020 to May 21, 2020;

●

“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;

●

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

●

●

“Sponsor Support Agreement”  are to that certain Sponsor Support Agreement, dated as of May 4, 2020, by and among Pure’s Sponsor, HPEP II and the Company, pursuant to which (i) Pure’s Sponsor will forfeit (a) 5,350,000 founder shares for no consideration and (b) all of its private placement warrants for no consideration and (ii) HPEP II will forfeit all of its public warrants for no consideration;

●

“Target Assets” are, for periods from October 1, 2019 through Closing, to HPK LP, which, indirectly through its subsidiaries, holds certain rights, title and interests in oil and natural gas assets and cash, and for prior periods, are to such assets as held by the HighPeak Funds;

●

“Third Extension” are to Pure’s stockholders’ approval of Pure’s proposal to extend the date by which Pure must consummate an Initial Business Combination from May 21, 2020 to August 21, 2020;

●

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

●

“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;

●

“Unlevered Free Cash Flow” are to EBITDAX less capital expenditures for the period presented;

●

“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;

●

“warrant agreement” are to, with respect to time periods prior to the warrant agreement assignment, the warrant agreement, dated as of April 12, 2018, by and between Pure and Transfer Agent and, after the warrant agreement assignment, by and between HighPeak Energy and Transfer Agent;

●

“warrant agreement assignment” means the amendment and assignment of the warrant agreement by Pure to HighPeak Energy; and

●

“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)

the Closing occurs on August 19, 2020;

(ii)

at the Closing, adjustments to the consideration payable to the HPK Contributors with respect to the HighPeak Contributed Entities under the Business Combination Agreement were calculated assuming:

(a)

overhead expenses spent by the HPK Contributors with respect to the HighPeak Contributed Entities from the effective date of April 1, 2020 through a Closing on August 19, 2020 will collectively total an aggregate of approximately $2.3 million and no funds will be spent on new net working capital by the HPK Contributors with respect to the HighPeak Contributed Entities from the effective date through Closing;

(b)

(c)

transaction expenses will be approximately $15 million; and

(d)

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

(iii)

approximately $30 million of payments with respect to accounts payable of the HighPeak Entities as of April 1, 2020 will be made prior to or at Closing. Assumes no new net capital expenditures made by the HighPeak Entities prior to Closing, however, as described in further detail below, the Business Combination Agreement would permit up to $35 million of additional new capital expenditures;

(iv)

(v)

(vi)

(vii)

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

●

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.”

●

●

On October 10, 2019, Pure’s stockholders approved an extension of the date by which Pure must consummate an Initial Business Combination (the “First Extension”) from October 17, 2019 to February 21, 2020. Pure requested the First Extension in order to complete an Initial Business Combination. In connection with the First Extension, 3,594,000 shares of Class A Common Stock were redeemed, for a total value of $36,823,301 on October 11, 2019. On February 20, 2020, Pure’s stockholders approved a second extension of the date by which Pure must consummate an Initial Business Combination (the “Second Extension”) from February 21, 2020 to May 21, 2020. In connection with the Second Extension, 2,189,801 shares of Class A Common Stock were redeemed, for a total value of $22,811,431 on February 21, 2020. On May 15, 2020, Pure’s stockholders approved a third extension of the date by which Pure must consummate an Initial Business Combination (the “Third Extension” and, with the First Extension and the Second Extension, the “Extensions”) from May 21, 2020 to August 21, 2020. In connection with the Third Extension, 30,603,570 shares of Class A Common Stock were redeemed for a total value of $322,063,673 on May 18, 2020. Further, Pure’s Sponsor agreed to loan, or cause an affiliate to loan, Pure or one of Pure’s subsidiaries, (a) 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 votes to approve the First Extension and Second 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 until May 21, 2020, and (b) $200,000 for each month (commencing on May 21, 2020 and on the 21st day of each subsequent calendar month) that is needed by Pure to complete an Initial Business Combination from May 21, 2020 until August 21, 2020 in connection with the stockholder vote to approve the Third Extension (as defined in the accompanying proxy statement/prospectus).

●

In connection with warrant tender offers conducted in connection with (i) the announcement of the special meeting of Pure’s stockholders to approve the First Extension, (ii) Pure’s announcement of the proposed business combination contemplated by the Original HPK Business Combination Agreement and the Grenadier Contribution Agreement, (iii) Pure’s announcement of the special meeting of Pure’s stockholders to approve the Second Extension, and (iv) Pure’s announcement of the special meeting of Pure’s stockholders to approve the Third Extension and Pure’s announcement of the proposed business combination contemplated by the Business Combination Agreement, HPEP II accepted for purchase an aggregate of 20,371,112 public warrants tendered in connection therewith, resulting in HPEP II owning 20,371,112 public warrants as a result of the warrant tender offers.

●

On November 27, 2019, Pure, HighPeak Energy, MergerSub, the HPK Contributors and, solely for the limited purposes specified therein, the HPK Representative (together, the “HPK BCA Parties”) entered into the Original HPK Business Combination Agreement, and HighPeak Assets II, Pure, HighPeak Energy and, solely for the limited purposes specified in the that certain amendment dated February 6, 2020, the HPK Contributors and HPK Representative (together, the “Grenadier Parties”) entered into the Grenadier Contribution Agreement (which amended a Purchase and Sale Agreement, dated June 17, 2019, between Grenadier and HighPeak Assets II), with each agreement subsequently being amended on February 6, 2020.

●

On April 24, 2020, Pure and the other HPK BCA Parties, as well as the other Grenadier Parties, terminated the Original HPK Business Combination Agreement and the Grenadier Contribution Agreement in response to a significant change in market conditions as a result of the Coronavirus 2019 (“COVID-19”) pandemic and the related impact to the oil and gas industry as described in greater detail in the section entitled “Questions and Answers About the Proposals for Pure Stockholders—How were transaction structure and consideration in the business combination determined?”

●

On May 4, 2020, Pure and HighPeak Energy entered into the Business Combination Agreement, by and among Pure, HighPeak Energy, MergerSub, HighPeak I, HighPeak II, HighPeak III, HPK GP, and solely for limited purposes specified therein, the HPK Representative, pursuant to which, among other things and subject to the terms and conditions contained therein, (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 (other than certain shares of Class B Common Stock that will be surrendered for cancellation by Pure’s Sponsor) will be converted into the right to receive one share of HighPeak Energy common stock (and, following the execution of the Business Combination Agreement Amendments as described below, such other merger consideration as is specified therein), (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 75,000,000 shares of HighPeak Energy common stock, subject to the adjustments described in the section entitled “Proposal No. 1—The Business Combination Proposal—The 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 the outstanding Sponsor Loans in exchange for HighPeak Energy common stock and such Sponsor Loans, if any, will be cancelled in connection with the Closing and (iv) following the consummation of the foregoing transactions, HighPeak Energy will cause HPK LP to merge with and into Pure with all interests in HPK LP being cancelled for no consideration. For additional information see “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement.”

●

HighPeak Energy will acquire the Target Assets pursuant to the Business Combination Agreement. Promptly after such acquisition, HighPeak Energy will cause HPK LP to merge with and into Pure with all interest in HPK LP being cancelled for no consideration.

●

As a result of the business combination and pursuant to the warrant agreement, Pure’s warrants (other than the warrants held by Pure’s Sponsor or HPEP II, which will be forfeited prior to the merger) will become warrants of HighPeak Energy exercisable for shares of HighPeak Energy common stock on the terms set forth therein. HighPeak Energy intends to list its warrants (including warrants issued as part of the merger consideration and forward purchase warrants) for trading on the Nasdaq Global Market, the Nasdaq Capital Market or the NYSE American following the Closing. There is no assurance, however, that these securities will be listed on either the Nasdaq Global Market, the Nasdaq Capital Market or the NYSE American.

●

On June 12, 2020, HighPeak Energy, Pure and the other parties to the Business Combination Agreement entered into the Business Combination Agreement First Amendment that provides for additional Cash Consideration to be paid as merger consideration to holders of shares of Pure’s Class A Common Stock in an amount per share equal to the amount, if any, by which the per-share redemption value of Pure’s Class A Common Stock at the Closing exceeds $10.00 per share.

●

On July 1, 2020, HighPeak Energy, Pure and the other parties to the Business Combination Agreement entered into the Business Combination Agreement Second Amendment, which provided for, among other things, one (1) CVR to be issued as merger consideration for each one whole share of HighPeak Energy common stock (excluding any fractional shares) that is issued as merger consideration to holders of shares of Class A Common Stock. It was also contemplated that one (1) CVR would also be issued to any PIPE Investor or purchaser under the Forward Purchase Agreement Amendment (as further described therein) for each share of HighPeak Energy common stock purchased in connection with the PIPE Investment or pursuant to the Forward Purchase Agreement Amendment, under separate terms than those that would have been issued to the holders of Class A Common Stock.

On July 24, 2020, HighPeak Energy, Pure and the other parties to the Business Combination Agreement entered into the Business Combination Agreement Third Amendment, pursuant to which the parties to the Business Combination Agreement agreed to, among other things, provide for the issuance of one warrant to purchase HighPeak Energy common stock for each one whole share of HighPeak Energy common stock (excluding any fractional shares) that is issued as merger consideration to holders of Class A Common Stock and to increase the Minimum Equity Capitalization (as such term is defined in the Business Combination Agreement Third Amendment) condition from $50 million to $100 million and remove the $100 million Minimum Aggregate Funding Availability closing condition (as such term was defined in the Business Combination Agreement Second Amendment). The Business Combination Agreement Third Amendment also provides for the CVRs to have the same terms, whether such CVRs are issued as merger consideration to holders of Class A Common Stock or to Forward Purchase Investors in connection with commitments under the Forward Purchase Agreement Amendment. Additionally, the Business Combination Agreement Third Amendment added the requirement that the CVRs and warrants issuable for HighPeak Energy common stock, including Pure’s public warrants that will become warrants of HighPeak Energy, forward purchase warrants and warrants to be issued as merger consideration, will be approved for listing on the Nasdaq Capital Market or the NYSE, subject to official notice of issuance, prior to the Closing. The CVR Holders are being provided with a significant valuation protection through the opportunity to obtain additional contingent consideration in the form of additional shares of HighPeak Energy common stock if the trading price of HighPeak Energy’s common stock is below the price that would provide the holder of CVRs with a 10% preferred simple annual return (based on a $10.00 per share price at Closing), subject to a floor downside per-share price of $4.00, at the CVR Maturity Date. Further, CVR Holders are being afforded additional liquidity in the form of CVRs, which HighPeak Energy intends to list the CVRs for trading on the Nasdaq Global Market, the Nasdaq Capital Market or the NYSE American at the Closing. This contingent consideration, if applicable, will only be issued to Qualifying CVR Holders. To be a Qualifying CVR Holder, a CVR Holder must provide certain information required under the Contingent Value Rights Agreement. Under the Maximum Redemption Scenario, up to 21,250,000 shares of HighPeak Energy’s common stock, respectively, may be issued by HighPeak Energy to satisfy the rights underlying the CVRs issued pursuant to the Business Combination Agreement Third Amendment and the Forward Purchase Agreement Amendment. If any additional shares of HighPeak Energy common stock are issued to Qualifying CVR Holders pursuant to the CVR Agreement, HighPeak I, HighPeak II and Sponsor will collectively forfeit an equivalent number of Escrowed Shares to HighPeak Energy for cancellation.

●

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.”

●

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

●

The Business Combination Agreement may be terminated at any time prior to the consummation of the business combination upon agreement of the parties thereto, or for other reasons in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Termination Rights.”

●

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

●

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 warrant 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.

●

In connection with the business combination, HighPeak Energy intends to apply to list its common stock, warrants and CVRs on the Nasdaq Global Market, the Nasdaq Capital Market or the NYSE American under the ticker symbols “HPK,” “HPK WS” and “HPKR” or “HPK RT” (depending on the exchange listed), respectively. There is no assurance, however, that these securities will be listed on either the Nasdaq Global Market, the Nasdaq Capital Market or the NYSE American. Additionally, in connection with the business combination, Pure’s Common Stock, units and warrants will be delisted from the Nasdaq Capital Market, deregistered under the Exchange Act and cease to be publicly traded.

●

Pure’s board of directors (the “Pure Board”) considered various factors in determining whether to approve the Business Combination Agreement and the business combination, including the unanimous recommendation (with one abstention) 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.”

●

The 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 D and E, respectively. For more information about these agreements, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Arrangements.”

●

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 the Business Combination Agreement, as amended by the Business Combination Agreement Amendments and as may be further amended from time to time, pursuant to which, among other things and subject to the terms and conditions contained therein, (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 (other than certain shares of Class B Common Stock that will be surrendered for cancellation by Pure’s Sponsor) of Pure will be converted into the right to receive (a) one share of HighPeak Energy common stock (and cash in lieu of fractional shares, if any), and (b) solely with respect to each outstanding share of Class A Common Stock, (A) a cash amount, without interest, equal to the amount, if any, by which the per-share redemption value of Pure’s Class A Common Stock at the Closing exceeds $10.00 per share, without interest, in each case, (B) one (1) CVR for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (a), representing the right to receive additional shares of HighPeak Energy common stock (or such other consideration as is specified with respect to certain events) for Qualifying CVR Holders if necessary to satisfy a 10% preferred simple annual return, subject to a floor downside per-share price of $4.00, as measured at the CVR Maturity Date (with an equivalent number of shares of HighPeak Energy common stock held by HighPeak I, HighPeak II and Sponsor being collectively forfeited) and (C) one warrant to purchase HighPeak Energy common stock for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (a), (iii) the HPK Contributors will (a) contribute their limited partner interests in HPK LP to HighPeak Energy in exchange for HighPeak Energy common stock and the general partner interests 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 the outstanding Sponsor Loans in exchange for HighPeak Energy common stock and such Sponsor Loans, if any, will be cancelled in connection with the Closing and (iv) following the consummation of the foregoing transactions, HighPeak Energy will cause HPK LP to merge with and into the surviving corporation (as successor to Pure) with all interests in HPK LP being cancelled in exchange for no consideration.

Q:

When and where is the special meeting?

A:

The special meeting will be held on Tuesday, August 18, 2020, at 10:00 a.m., Eastern Time, at 421 W. 3rd Street, Suite 1000, Fort Worth, Texas 76102.

Q:

What is being voted on at the special meeting?

A:

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

●

The Business Combination Proposal— To consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby (Proposal No. 1).

●

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:

Pure and HighPeak Energy entered into the Business Combination Agreement, as amended by the Business Combination Agreement Amendments and as may be further amended from time to time, pursuant to which, among other things, and subject to the terms and conditions contained therein, HighPeak Energy has agreed to acquire the Target Assets. Under the terms of the Business Combination Agreement, at the Closing, (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 (other than certain shares of Class B Common Stock that will be surrendered for cancellation by Pure’s Sponsor) will be converted into the right to receive (a) one share of HighPeak Energy common stock, and (b) solely with respect to each outstanding share of Class A Common Stock, (A) a cash amount, without interest, equal to the amount, if any, by which the per-share redemption value of Pure’s Class A Common Stock at the Closing exceeds $10.00 per share, without interest, in each case, (B) one (1) CVR for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (a), representing the right to receive additional shares of HighPeak Energy common stock (or such other consideration as is specified with respect to certain events) for Qualifying CVR Holders if necessary to satisfy a 10% preferred simple annual return, subject to a floor downside per-share price of $4.00, as measured at the CVR Maturity Date (with an equivalent number of shares of HighPeak Energy common stock held by HighPeak I, HighPeak II and Sponsor being collectively forfeited) and (C) one warrant to purchase HighPeak Energy common stock for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (a), (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 75,000,000 shares of HighPeak Energy common stock (the “Unadjusted Shares”), subject to certain adjustments described in the section entitled “Proposal No. 1—The Business Combination Proposal—The 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 the outstanding Sponsor Loans in exchange for HighPeak Energy common stock and such Sponsor Loans, if any, will be cancelled in connection with the Closing and (iv) following the consummation of the foregoing transactions, 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; provided, however, that all public warrants and private placement warrants held by Pure’s Sponsor or HPEP II immediately prior to the merger effective time will be forfeited for no consideration and cancelled immediately prior to the merger effective time. For more detailed information on the consideration to be given and the other terms and conditions of the Business Combination Agreement, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement.”

Q:

What are the Contingent Value Rights?

A:

The Contingent Value Rights are contractual rights to receive a contingent payment (in the form of additional shares of HighPeak Energy common stock, or as otherwise specified in the Contingent Value Rights Agreement) in certain circumstances that will be issued to the holders of shares of Pure’s Class A Common Stock participating in the business combination and Forward Purchase Investors purchasing forward purchase units pursuant to the Forward Purchase Agreement Amendment. The CVR Holders are being provided with a significant valuation protection through the opportunity to obtain additional contingent consideration in the form of additional shares of HighPeak Energy common stock if the trading price of HighPeak Energy’s common stock is below the price that would provide the CVR Holders with a 10% preferred simple annual return (based on a $10.00 per share price at Closing), subject to a floor downside per-share price of $4.00 (such return, the “Preferred Return”), at the CVR Maturity Date. Further, CVR Holders are being afforded additional liquidity as HighPeak Energy intends to list the CVRs for trading on the Nasdaq Global Market, the Nasdaq Capital Market or the NYSE American at Closing. This contingent consideration, if applicable, will only be issued to Qualifying CVR Holders. To be a Qualifying CVR Holder, a CVR Holder must provide certain information required under the Contingent Value Rights Agreement. Under the Maximum Redemption Scenario, up to 21,250,000 shares of HighPeak Energy common stock, respectively, may be issued by HighPeak Energy to satisfy the Preferred Returns with respect to the CVRs issued pursuant to the Business Combination Agreement Third Amendment and the Forward Purchase Agreement Amendment. If any additional shares of HighPeak Energy common stock are issued to Qualifying CVR Holders pursuant to the CVR Agreement, HighPeak I, HighPeak II and Sponsor will collectively forfeit an equivalent number of Escrowed Shares to HighPeak Energy for cancellation. The Preferred Returns could entitle a Qualifying CVR Holder to receive up to 2.125 shares of HighPeak Energy common stock per CVR. By way of example, if the CVR Maturity Date were set at the second anniversary of the Closing, the price of HighPeak Energy’s common stock were $12.00 or higher on such CVR Maturity Date and the Qualifying CVR Holders collectively held 15,000,000 CVRs at such CVR Maturity Date, HighPeak Energy would not issue any additional shares of HighPeak Energy common stock to such Qualifying CVR Holders. However, if the CVR Maturity Date were set at the date that is thirty (30) months following the Closing, the price of HighPeak Energy’s common stock were $4.00 or lower on such CVR Maturity Date and the Qualifying CVR Holders collectively held 15,000,000 CVRs at such CVR Maturity Date, HighPeak Energy would issue an additional 31,875,000 shares of HighPeak Energy common stock (or 2.125 shares of HighPeak Energy common stock per CVR, representing an aggregate value at the downside price of $4.00 per share of up to $127.5 million (i.e., in an amount sufficient to provide a 10% preferred simple annual return with respect to 15,000,000 CVRs)), collectively, to such Qualifying CVR Holders and HighPeak I, HighPeak II and Sponsor would collectively forfeit an equivalent number of shares to HighPeak Energy for cancellation. Within three (3) business days following the Closing, HighPeak I, HighPeak II and Sponsor will collectively place a number of shares of HighPeak Energy common stock in escrow equal to the maximum number of additional shares of HighPeak Energy common stock issuable pursuant to the Contingent Value Rights Agreement, which Escrowed Shares will be released either to HighPeak Energy for cancellation in connection with the satisfaction of any Preferred Returns or back to HighPeak I, HighPeak II and Sponsor, collectively, as applicable, following the CVR Maturity Date. Please see “Proposal No. 1—The Business Combination Proposal—Description of Contingent Value Rights” for additional detail regarding the Contingent Value Rights and the Contingent Value Rights Agreement.

Q:

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

A:

Following the IPO, representatives of Pure and the HighPeak Group contacted and were contacted by a number of individuals and entities, including Grenadier, with respect to business combination opportunities and engaged with several possible target businesses with respect to potential transactions. After a series of discussions, Grenadier advised representatives of Pure that it would not be pursuing a transaction with Pure in exchange for cash and shares of Pure Common Stock given the total proposed consideration and the timing and uncertainty of closing due to the requirement for Pure stockholder approval. Representatives of Pure and the HighPeak Group nevertheless concluded that Grenadier was an attractive investment opportunity irrespective of whether Pure ultimately participated in a business combination, so, to address Grenadier’s concerns, the parties began to instead discuss an all-cash acquisition of the assets of Grenadier (the “Grenadier Assets”) by funds controlled by the HighPeak Group, rather than Pure. Given the complementary nature of the HighPeak Contributed Entities’ assets to those of Grenadier and the flexibility for HighPeak Assets II to assign its rights and obligations under the Grenadier Contribution Agreement or for the HPK Contributors to directly or indirectly contribute the counterparty, HighPeak Assets II, to Pure in connection with a future negotiated business combination, if so desired, the original Grenadier Purchase Agreement was signed by HighPeak Assets II and Grenadier on June 17, 2019, providing for an initial target closing date of August 19, 2019 with the ability to extend such Closing Date to the date that is seventy-five (75) days after the execution date. Thereafter, certain representatives of the HighPeak Group engaged in conversations with the independent directors serving on the Pure Board and discussed, among other things, a proposal to combine the assets of HPK LP (the “HighPeak Assets”) and the Grenadier Assets in a business combination with Pure, where the HPK Contributors would receive equity interests in exchange for the HighPeak Assets and concurrently use Pure’s cash to consummate the closing of the Grenadier Contribution Agreement. The parties subsequently amended the agreements to provide that Grenadier would agree to take a certain amount of consideration in equity as opposed to cash and to extend the outside date to a date after May 21, 2020, among other things.

Q:

What risks does HighPeak Energy face in light of the COVID-19 pandemic and the recent decline in commodity prices?

A:

HighPeak Energy’s business may be materially adversely affected by the recent COVID-19 pandemic. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and HighPeak Energy’s business could be materially and adversely affected. Furthermore, we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors, vendors and service providers are unavailable to consummate the transaction in a timely manner. The extent to which COVID-19 impacts the business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination may be materially adversely affected. Further, our ability to consummate the business combination may be materially adversely affected if the recent significant decrease in commodity prices persists for a prolonged period.

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. 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. Pure’s officers and directors, in addition to Sponsor, collectively own 67.4% of Pure’s Class A Common Stock and Class B Common Stock, and have agreed to vote in favor of the Business Combination Proposal. Accordingly, the vote to approve the business combination is assured.

Q:

What conditions must be satisfied to complete the business combination?

A:

There are a number of closing conditions for one or more parties in the Business Combination Agreement, including, among others, receipt of the requisite approval by the stockholders of Pure and the written consents of Pure, as the sole stockholder of HighPeak Energy, and of HighPeak Energy, as the sole stockholder of MergerSub (which written consents of Pure and HighPeak Energy were delivered within 24 hours after execution of the Business Combination Agreement), there being at least $100 million of Minimum Equity Capitalization (as such term is defined in the Business Combination Agreement), the closing of Pure’s offer, pursuant to this proxy statement/prospectus, to redeem shares of Class A Common Stock, material compliance of the parties with their covenants, the representations and warranties of the parties being true and correct, subject to the materiality standards contained in the Business Combination Agreement, and the approved listing of certain shares of HighPeak Energy common stock on the NYSE or the Nasdaq Capital Market, upon official notice of issuance. For more information regarding the conditions to the Closing, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing of the Business Combination Agreement.”

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, Michael L. Hollis will serve as President 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 Target Assets.

Q:

Will HighPeak Energy obtain new financing in connection with the business combination? If so, what are the anticipated material terms of such financing?

A:

In connection with the entry into the Business Combination Agreement, HighPeak Energy has entered into the Forward Purchase Agreement Amendment with, among others, certain purchasers (which may include purchasers that subsequently join as parties thereto), pursuant to which, among other things, HighPeak Energy has agreed to issue and sell up to an aggregate of 15,000,000 (5,811,000 of which have been committed) shares of HighPeak Energy common stock and forward purchase units, and an equivalent number of CVRs, to such investors for anticipated aggregate gross proceeds of up to $150 million. For more information, see “Proposal No. 1—The Business Combination Proposal—Related Agreements—Subscription Arrangements.”

Share Reference

Price

CVRs

Total

Corresponding

Escrowed

Shares

Total

Corresponding

Escrowed

Shares Available

for Forfeiture to

HighPeak

Energy

Shares of

HighPeak

Energy Common

Stock to be

Issued to

Applicable

Qualifying CVR

Holder

Total Value to

Applicable

  Qualifying CVR

Holder

$12.50

1

2.125

2.000

0.000

$12.50

$12.00

1

2.125

2.000

0.000

$12.00

$11.00

1

2.125

2.000

0.091

$12.00

$10.00

1

2.125

2.000

0.200

$12.00

$9.00

1

2.125

2.000

0.333

$12.00

$8.00

1

2.125

2.000

0.500

$12.00

$7.00

1

2.125

2.000

0.714

$12.00

$6.00

1

2.125

2.000

1.000

$12.00

$5.00

1

2.125

2.000

1.400

$12.00

$4.00

1

2.125

2.000

2.000

$12.00

$3.33

1

2.125

2.000

2.000

$10.00

$3.00

1

2.125

2.000

2.000

$9.00

Share Reference

Price

CVRs

Total

Corresponding

Escrowed

Shares

Total

Corresponding

Escrowed

Shares Available

for Forfeiture to

HighPeak

Energy

Shares of

HighPeak

Energy Common

Stock to be

Issued to

Applicable

Qualifying CVR

Holders (1)

Total Value to

 Applicable

Qualifying CVR

Holders

$12.50

1

2.125

2.125

0.000

$12.50

$12.00

1

2.125

2.125

0.042

$12.50

$11.00

1

2.125

2.125

0.136

$12.50

$10.00

1

2.125

2.125

0.250

$12.50

$9.00

1

2.125

2.125

0.389

$12.50

$8.00

1

2.125

2.125

0.563

$12.50

$7.00

1

2.125

2.125

0.786

$12.50

$6.00

1

2.125

2.125

1.083

$12.50

$5.00

1

2.125

2.125

1.500

$12.50

$4.00

1

2.125

2.125

2.125

$12.50

$3.20

1

2.125

2.125

2.125

$10.00

$3.00

1

2.125

2.125

2.125

$9.38

Q:

What is the anticipated impact to HighPeak Energy of the Contingent Value Rights?

A.

Any shares of HighPeak Energy common stock issued pursuant to the Contingent Value Rights Agreement will have no dilutive impact to the capital structure of HighPeak Energy, as Sponsor, HighPeak I and HighPeak II have agreed to forfeit an equivalent number of shares to HighPeak Energy for cancellation. In addition, the CVR Holders are being provided with a significant valuation protection through the opportunity to obtain additional contingent consideration in the form of additional shares of HighPeak Energy common stock if the trading price of HighPeak Energy’s common stock is below the price that would provide the CVR Holder with a 10% preferred simple annual return (based on a $10.00 per share price at Closing), subject to a floor downside per-share price of $4.00, at the CVR Maturity Date. Further, CVR Holders are being afforded additional liquidity as HighPeak Energy intends to list the CVRs for trading on the Nasdaq Global Market, the Nasdaq Capital Market or the NYSE American and they may be traded following the Closing. However, this contingent consideration, if applicable, will only be issued to Qualifying CVR Holders. To be a Qualifying CVR Holder, a CVR Holder must provide certain information required under the Contingent Value Rights Agreement. However, HighPeak Energy cannot predict the extent to which trading of the CVRs will lead to an illiquid trading market with respect to such CVRs or whether the market price of the CVRs will be volatile following the Closing. See “Risk Factors—Risks Related to the Contingent Value Rights—A market for the CVRs may not develop and, even if a market for the CVRs does develop, there can be no assurance the extent to which trading of the CVRs will lead to an illiquid trading market with respect to such CVRs, which would adversely affect the liquidity and price of the CVRs.” 

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 its drilling program following the business combination?

A.

Q:

What equity stake will current Pure stockholders, the HighPeak Group and the Forward Purchase Investors hold in HighPeak Energy following the consummation of the business combination?

A:

The following table presents the share ownership of various holders of HighPeak Energy upon the Closing and based on the assumptions set forth below and otherwise assuming the following redemption scenario:

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 (with one abstention) 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 certain of Pure’s directors and officers have interests in the business combination that may conflict with your interests as a Pure stockholder and that Gregory Colvin, a member of the Pure Board, abstained from voting with respect to the Proposals for personal reasons. 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. See the sections entitled “Proposal No. 1—The Business Combination Proposal—Background of the Business Combination” and “Proposal No. 1—The Business Combination Proposal—The Pure Board’s Reasons for the Approval of the Business Combination.”

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?

A:

On May 1, 2020, the last trading date before the public announcement of the business combination, Pure’s public units, Class A Common Stock and warrants closed at $10.48, $10.40 and $1.01, respectively, and the trading date immediately prior to the date of this proxy statement/prospectus, Pure’s units, Class A Common Stock and warrants closed at $10.90, $10.70 and $1.30, respectively.

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 for trading on the Nasdaq Global Market, the Nasdaq Capital Market or the NYSE American under the ticker symbol “HPK.” HighPeak Energy also intends to list its warrants and CVRs for trading on the Nasdaq Global Market, the Nasdaq Capital Market or the NYSE American under the ticker symbols “HPK WS” and “HPKR” or “HPK RT” (depending on the exchange listed), respectively. There is no assurance, however, that these securities will be listed on either the Nasdaq Global Market, the Nasdaq Capital Market or the NYSE American. Additionally, in connection with the business combination, Pure’s Common Stock, units and warrants will be delisted from the Nasdaq Capital Market, 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:

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 August 4, 2020, the record date for the special meeting. As of the close of business on the record date, there were 5,012,629 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 67.4% of Pure’s aggregate outstanding Class A Common Stock and Class B Common Stock and have agreed to vote in favor of the business combination. Accordingly, the vote to approve the business combination is assured.

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:

●

the fact that Pure’s Sponsor and certain HPK Contributors will deliver the Escrowed Shares into escrow and will collectively forfeit a number of Escrowed Shares equivalent to any additional shares of HighPeak Energy common stock that HighPeak Energy issues to satisfy the Preferred Return of any Qualifying CVR Holders, if needed;

●

the fact that the HPK Contributors and parties to the Business Combination Agreement 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, prior to taking into account any adjustment relating to any shares that may be issued (or forfeited) pursuant to the Contingent Value Rights Agreement or the exercise of warrants pursuant to the warrant agreement, approximately 89% of HighPeak Energy following the Closing, based on an assumed 10,000,000 shares of HighPeak Energy common stock owned by parties other than Sponsor and its affiliates as of Closing;

●

the fact that Pure’s Sponsor, officers and directors will lose their entire investment in Pure if an Initial Business Combination is not completed;

●

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;

●

●

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;

●

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 First Extension and Second Extension for each month (commencing on October 17, 2019 and on the 17th day of each subsequent calendar month) from October 17, 2019 until May 21, 2020, (ii) $200,000 for each month (commencing on May 21, 2020 and on the 21st day of each subsequent calendar month) from May 21, 2020 until August 21, 2020 in connection with the stockholder vote to approve the Third Extension (such loans described in clauses (i) and (ii), the Sponsor Extension Loans) and (iii) such other amounts as Pure and 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). Pure and Pure’s Sponsor intend that all Sponsor Loans will be cancelled in connection with the Closing;

●

the fact that HPEP II commenced a warrant tender offer to purchase Pure’s outstanding public warrants, held by persons other than HPEP II, for $1.00 per public warrant (exclusive of commissions) in cash on May 8, 2020;

●

the fact that holders of public warrants not purchased by HPEP II in connection with the 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;

●

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, Michael L. Hollis will serve as President and Rodney L. Woodard will serve as Chief Operating Officer of HighPeak Energy following the business combination;

●

the right of the HPK Contributors to designate to Pure, until five (5) business days prior to the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, a list of directors that the HPK Contributors want appointed to the HighPeak Energy Board, effective as of the Closing;

●

the right of the Principal Stockholder 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;

●

●

the fact that none of 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 August 21, 2020;

●

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 Closing. However, if Pure fails to consummate the business combination, they will not have any claim against the Trust Account for reimbursement and Pure will most likely not be able to reimburse these expenses if a business combination is not completed. As of June 30, 2020, the Sponsor, and Pure’s officers and directors, and their affiliates had incurred approximately $140,000 in reimbursable expenses, and they may incur additional expenses in the future;

●

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 Business Combination Agreement; and

●

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 the Principal Stockholder Group, certain Forward Purchase Investors and certain of HighPeak Energy’s directors in connection with the business combination.

Q:

What are the relationships between Pure and Sponsor and its affiliates?

A:

Sponsor owns 10,206,000 shares of Class B Common Stock and private placement warrants to purchase 10,280,000 shares of Class A Common Stock for $11.50 per share. In connection with the Business Combination Agreement, each outstanding share of Class A Common Stock and Class B Common Stock (other than 5,350,000 shares of Class B Common Stock owned by Sponsor that will be forfeited) will be converted into the right to receive (i) one share of HighPeak Energy common stock and, (ii) solely with respect to each outstanding share of Class A Common Stock, (A) a cash amount, without interest, equal to the amount, if any, by which the per-share redemption value of Pure’s Class A Common Stock at the Closing exceeds $10.00 per share, without interest, (B) one (1) CVR for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (i), representing the right to receive additional shares of HighPeak Energy common stock (or such other consideration as is specified with respect to certain events) for Qualifying CVR Holders if necessary to satisfy a 10% preferred simple annual return, subject to a floor downside per-share price of $4.00, as measured at the CVR Maturity Date (with an equivalent number of shares of HighPeak Energy common stock held by HighPeak I, HighPeak II and Sponsor being collectively forfeited) and (C) one warrant to purchase HighPeak Energy common stock for each one whole share of HighPeak Energy common stock (excluding fractional shares) issued to holders of Class A Common Stock pursuant to clause (i), and, pursuant to the warrant agreement, each outstanding public warrant and private placement warrant held immediately prior to the Closing (other than the public warrants and private placement warrants held by Pure’s Sponsor or HPEP II immediately prior to the merger effective time which will be forfeited) will entitle the holder thereof to purchase one share of HighPeak Energy common stock. The sole member of Sponsor is HPEP I. The general partner of HPEP I is HighPeak Energy Partners GP, LP, whose general partner is HighPeak GP, LLC (“HP GP I”). Mr. Hightower has the right to appoint all of the managers to the board of managers of HP GP I and is one of three managers of HP GP I. Mr. Hightower has the number of votes necessary to constitute a majority of the total number of votes held by all of the managers of HP GP I at any given time, which acts by majority vote. In addition to approval by HP GP I, certain items require approval of the limited partner advisory committee.

Q:

What happens if I vote against the Business Combination Proposal?

A:

If the Business Combination Proposal is not approved and Pure does not otherwise consummate an alternative business combination by August 21, 2020, under its Charter, Pure will be required to (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 Sponsor Extension Loans and 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:

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 applicable parties to the Business Combination Agreement, it is a condition to Closing under the Business Combination Agreement that HighPeak Energy is required to have not less than $100 million of Minimum Equity Capitalization (as such term is defined in the Business Combination Agreement). The Minimum Equity Capitalization is measured at Closing and includes the amount of funds contained in the Trust Account (net of any stockholder redemptions and Cash Consideration) and the cash proceeds to any Parent Party resulting from Forward Purchases or any other issuance of equity (or rights to acquire equity) in a Parent Party to an individual or entity other than another Parent Party. Under the Maximum Redemption Scenario, we meet the Minimum Equity Capitalization closing condition under the Business Combination Agreement with our current commitments for 5,811,000 shares of HighPeak Energy common stock pursuant to the Forward Purchases. See discussion of the “Maximum Redemption Scenario” in the section entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of HighPeak Energy.”

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 to participate in the business combination 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 10:00 a.m., Eastern Time, on August 14, 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:

The U.S. federal income tax consequences of the redemption depend on a holder’s particular facts and circumstances. See the section entitled “Proposal No. 1—The Business Combination Proposal—U.S. Federal Income Tax Considerations.” You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

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:

In general, it is intended that the business combination qualify as a tax-deferred transaction except to the extent of the Cash Consideration and the fair market value of the HighPeak Energy warrants received in exchange for Pure Common Stock. The Company intends to treat the Cash Consideration and the fair market value of the HighPeak Energy warrants received in exchange for Pure Common Stock as taxable boot received in the exchange of Pure Common Stock for HighPeak Energy common stock, HighPeak Energy warrants, CVRs and the Cash Consideration. However, it is possible that the CVRs may also be treated as taxable boot received in the Parent Merger. It is also possible that the Cash Consideration could be treated as a distribution (potentially taxable as a dividend) from either Pure or HighPeak Energy. 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. You are strongly urged to read the section entitled “Proposal No. 1—The Business Combination Proposal—U.S. Federal Income Tax Considerations,” and 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:

No. The holders of Pure’s warrants have no rights to require redemption of their Pure warrants. See the sections entitled “Risk Factors—Risks Related to HighPeak Energy and the Business Combination—The business combination may be a taxable event for holders of Pure’s Common Stock and Pure’s Warrants” and “Proposal No. 1—The Business Combination Proposal—U.S. Federal Income Tax Considerations” for more information.

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:

Pure intends to use a portion of the funds held in the Trust Account to pay (i) certain transaction expenses of Pure, HighPeak Energy and the HPK Contributors and its affiliates, (ii) tax obligations, (iii) the redemption price of any public shares tendered to Pure for redemption and (iv) the Cash Consideration. The remaining balance in the Trust Account will be transferred to HighPeak Energy and/or its subsidiaries in connection with the business combination. These remaining funds, together with the proceeds from the Forward Purchase Agreement, cash in the HighPeak Contributed Entities and other cash contemplated in connection with the business combination, including any available debt proceeds under a Debt Facility or otherwise, will be used by HighPeak Energy to fund costs, fees and expenses (including the fees and expenses payable pursuant to the Business Combination Marketing Agreement) associated with the business combination (including such transaction expenses of the HPK Contributors and their affiliates pursuant to the Business Combination Agreement) and for working capital and general corporate purposes. See the section entitled “Proposal No. 1—The Business Combination Proposal” for additional information.

Q:

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

A:

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination 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 August 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 Sponsor Extension Loans and 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?

A:

It is currently anticipated that the business combination will be consummated promptly following the special meeting to be held on August 18, 2020, provided that all the requisite stockholder approvals are obtained and other conditions to the consummation of the business combination have been satisfied or waived. For information regarding the conditions to the Closing, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Business Combination Agreement—Conditions to Closing of the Business Combination Agreement.”

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 August 4, 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.

Currently, Pure’s Sponsor and independent directors own all of Pure’s outstanding shares of Class B Common Stock and collectively own approximately 67.4% of Pure’s aggregate outstanding shares of Class A Common Stock and Class B Common Stock combined and have agreed to vote in favor of the business combination. Accordingly, the vote to approve the business combination is assured. 

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 $25,000, 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.