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United States securities and exchange commission logo
August 4, 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. 5 to
Registration Statement on Form S-4
Amendment No. 2 to
Registration Statement on Form S-1
Filed August 3,
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.
Registration Statement on Form S-4
Pro Forma Adjustment (i), page 80
1. We note that pro forma
adjustment (i) relates to the issuance of 5,811,000 shares of
HighPeak Energy common
stock (and a corresponding number of warrants and CVRs) of
Forward Purchase
Investment for $58.1 million in proceeds. The issuance of 5,811,000
shares represents an
increase of 811,000 shares relative to the amounts referenced in the
prior amendment. You
disclose on page 217 that 811,000 shares of HighPeak Energy
common stock, 811,000
CVRs and 811,000 forward purchase warrants are issuable to a
group of other
stockholders pursuant to the Forward Purchase Agreement Amendment.
We note that your
Forward Purchase Agreement Amendment filed as Exhibit 4.3 is dated
July 24, 2020 and it is
unclear as to whether the other stockholders are party to this
Jack Hightower
HighPeak Energy, Inc.
August 4, 2020
Page 2
agreement. If these other stockholders are party to this agreement,
please file an updated
executed copy of the Forward Purchase Agreement Amendment which includes
their
investment commitments. Unless you secure investor commitments to
purchase an
incremental 811,000 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.
General
2. Please revise your prospectus cover page to reference and file an updated
opinion to
include all securities being registered pursuant to the registration
statement. In addition,
please file consents from Messrs. Oldham, Covington, Gustin, Chernosky
and Fulgham.
Refer to Rule 438 of Regulation C under the Securities Act.
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 Karina Dorin, Staff Attorney, at
202-551-3763 with any other
questions.
Sincerely,
FirstName LastNameJack Hightower
Division of
Corporation Finance
Comapany NameHighPeak Energy, Inc.
Office of Energy &
Transportation
August 4, 2020 Page 2
cc: Taylor Landry, Esq.
FirstName LastName