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                              October 8, 2020

       Jack Hightower
       Chairman and Chief Executive Officer
       HighPeak Energy, Inc.
       421 W. 3rd Street, Suite 1000
       Fort Worth, Texas 76102

                                                        Re: HighPeak Energy,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed September 18,
2020
                                                            File No. 333-248898

       Dear Mr. Hightower:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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-1

       General

   1.                                                   It appears that you are
seeking to register the issuance of shares of common stock
                                                        underlying 8,976,875
warrants and 8,976,875 contingent value rights ("CVRs") issued in
                                                        connection with the
private placement of forward purchase units. Please provide your
                                                        analysis as to why you
believe you are eligible to register the issuance of the underlying
                                                        common shares to the
forward purchase investors as these shares appear to have been
                                                        offered privately.
Alternatively, please revise your registration fee table and prospectus to
                                                        indicate that the
registration statement does not cover the offer and sale of the underlying
                                                        securities to the
forward purchase investors. For guidance, refer to Securities Act Sections
                                                        Compliance and
Disclosure Interpretations 103.04, 134.02 and 239.15.
 Jack Hightower
HighPeak Energy, Inc.
October 8, 2020
Page 2

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Irene Barberena-Meissner, Staff Attorney, at
202-551-6548 or Karina
Dorin, Staff Attorney, at 202-551-3763 with any questions.



                                                           Sincerely,
FirstName LastNameJack Hightower
                                                           Division of
Corporation Finance
Comapany NameHighPeak Energy, Inc.
                                                           Office of Energy &
Transportation
October 8, 2020 Page 2
cc:       Sarah K. Morgan, Esq.
FirstName LastName