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United States securities and exchange commission logo
July 30, 2020
Jack Hightower
Chairman and Chief Executive Officer
HighPeak Energy, Inc.
421 W. 3rd Street, Suite 1000
Fort Worth, TX 76102
Re: HighPeak Energy,
Inc.
Amendment No. 4 to
Registration Statement on Form S-4
Amendment No. 1 to
Registration Statement on Form S-1
Filed July 27, 2020
File No. 333-235313
Dear Mr. Hightower:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-4
Prospectus Cover Page, page 1
1. At an appropriate place
in your filing, please revise to clearly provide the disclosure
required by Item 501 of
Regulation S-K with respect to the securities being offered by the
selling shareholders.
Pro Forma Adjustment (j), page 80
2. We note that pro forma
adjustment j relates to the issuance of 2 million shares of
HighPeak Energy common
stock (and a corresponding number of warrants and CVRs) of
Forward Purchase
Investment for $20 million in proceeds. You disclose on pages vii and
14 that you have not
yet obtained the anticipated financing and negotiations continue.
Jack Hightower
HighPeak Energy, Inc.
July 30, 2020
Page 2
Unless you secure investor commitments to purchase an incremental 2
million shares of
HighPeak Energy common stock prior to requesting an effective date for
your registration
statement, remove the adjustments from your pro forma presentation and
revise all related
disclosures throughout your filing accordingly. Refer to Rule 11-02(b)(6)
of Regulation S-
X.
Background of the Business Combination
New Business Combination Transaction, page 121
3. We note the disclosure that following the July 24, 2020 meeting between
the Pure Special
Committee and representatives of Hunton Andrews Kurth, the members of the
Pure
Special Committee unanimously approved, and unanimously recommended
approval to
the Pure Board, of the entry into the Third Amendment to the Business
Combination
Agreement, and the transactions related thereto. We further note that the
Third
Amendment to Business Combination Agreement dated July 24, 2020 amended
the
agreement to provide, among other things, for the issuance of one warrant
to purchase
HighPeak Energy common stock for each one whole share of HighPeak Energy
common
stock issued to holders of Pure's Class A Common Stock as merger
consideration. Please
expand your disclosure to discuss the materials terms discussed at the
July 24, 2020
meeting to include the reasons for issuing these warrants as merger
consideration.
You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or John
Cannarella,
Staff Accountant, at 202-551-3337 if you have questions regarding comments on
the financial
statements and related matters. For questions regarding engineering comments,
you may contact
John Hodgin, Petroleum Engineer, at (202) 551-3699. Please contact Irene
Barberena-Meissner,
Staff Attorney, at 202-551-6548 or Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.
Sincerely,
FirstName LastNameJack Hightower
Division of
Corporation Finance
Comapany NameHighPeak Energy, Inc.
Office of Energy &
Transportation
July 30, 2020 Page 2
cc: Taylor Landry, Esq.
FirstName LastName