Pure Acquisition Corp.

The amendment makes non-redeeming Class A holders whole to the trust's per-share value: anything above $10.00 that a redeeming holder would have taken in cash is now paid to those who stay, removing the incentive to redeem purely to capture accrued trust interest. The same change flows through the two financing tests — the cash paid out is deducted from them while forward purchases and gross PIPE proceeds count towards them, which loosens the $100,000,000 and $50,000,000 thresholds in one direction and tightens them in another.

The extension is executed, not merely authorised, and it lines up exactly with the August 21, 2020 outside date in the HPK Business Combination Agreement signed eleven days earlier — the SPAC bought itself precisely as long as the new deal has. Against that, 30,603,570 Class A shares were tendered for redemption, a very large withdrawal ahead of a deal carrying a $100,000,000 funding-availability condition. The report states no post-redemption trust balance and no redemption price.

Going concern is stated on two grounds - mandatory liquidation after the August 21, 2020 Extension Date AND uncertainty about the company's ability to borrow enough to operate - and the borrowing is what funds the extensions, so the two are the same risk. $107,532 of cash against $2,674,533 of payables makes the sponsor the only source of liquidity. Trust and $10.20 are March 31, 2020 figures, not redemption prices, and the filing itself calls the per-share value approximated. One inconsistency: MD&A gives franchise taxes of $50,540 where the statement of operations reports $50,450.

21 Aug 2020 is a CEILING, not a deadline: it is reached only if each monthly contribution is funded, and the board may end it earlier. The filing puts the record-date redemption amount at 'approximately $10.52 per public share' and $10.58 only as a conditional projection — 'if the Company completes a business combination on August 21, 2020, then the redemption amount... would be approximately $10.58'. Pure had terminated its HighPeak Funds / Grenadier agreements on 24 Apr 2020, so no deal underpins the ask, and the per-share payment scales down above 10,000,000 shares.

The same parties re-cut the terminated deal on materially better terms for public holders: under the concurrent Sponsor Support Agreement the Sponsor surrenders 5,350,000 Class B shares for no consideration, and the Sponsor and HPEP II forfeit all of their Class A warrants. The agreement carries a hard outside date — any party may terminate if the transactions have not closed by 5:00 p.m. Houston time on August 21, 2020 — and the two financing minimums mean redemptions can break the deal rather than merely shrink it.

Both legs of the announced transaction are dead at once, so Pure Acquisition has no deal as of April 24, 2020. The report names no break fee, no replacement agreement and no revised completion deadline, and the reason given is market conditions rather than a party's breach or a failed condition. Read alongside the fact that these were sponsor-affiliated counterparties, a mutual termination on those terms leaves the same parties free to re-cut the deal.

The outer date cannot be read as a scheduled date: it is reachable only through sponsor contributions deposited 'on or before the 23rd day of each calendar month' from 21 May 2020, and the board may end it earlier at its discretion. The economics are unquotable here — the record-date redemption price, the per-share monthly contribution, the aggregate monthly cap and the share-count tiers that scale it are all blanks. A redeeming holder must also identify itself in writing as a beneficial holder to Continental at least two business days before the meeting.

Extensions are being bought monthly: the sponsor deposits $0.033 per non-redeemed public share on the 17th of each month, and separately lends the same amount, for each month needed - a cost that recurs only while it keeps electing to pay. Equity sits at exactly $5,000,010 with additional paid-in capital drawn down to zero, so the 2019 redemption reclass consumed all APIC and $3,055,597 of retained earnings. Detect-only: the $10.10 per-share figure and the May 21, 2020 date are quoted as filed and were not written to any trust, floor or deadline field.

The report is a wrapper: every substantive figure about the HighPeak Energy transaction sits in the furnished deck, not in the 8-K, and the company states the Item 7.01 material is not filed for Section 18 purposes and is not incorporated by reference. The exhibit is 35 slide images with no machine-readable text, so no term of the transaction is readable from this accession — only that a deal presentation was published on February 25, 2020. The report states no meeting date, record date, redemption deadline, minimum-cash condition or trust figure.

The extension the February 7 proxy sought is now in effect, and the meeting also produced its price: 2,189,801 shares of Class A common stock were presented for redemption in connection with the meeting. That is the trigger the HPK amendment anticipated, since the sponsor’s contingent second extension loan is set at $0.033 per unredeemed Class A share per month and was conditioned on exactly this affirmative vote. The report states no resulting trust balance and no remaining share count.

The extension gives PACQ three additional months to complete its proposed business combination with HighPeak Energy, though the redemption of ~2.19M shares reduced trust value. The overwhelming shareholder approval (98.7% of votes cast) signals strong support for the deal.

Both sides of the transaction put the same amendments on the record the same day, so the three accessions are one event. For a holder, the operative facts remain those stated in the 8-K: a contingent second extension loan from the sponsor at $0.033 per unredeemed Class A share per month, dependent on a further charter-amendment vote; a $15 million second extension payment owed to Grenadier that is not credited to the purchase price; and a requirement for more than $150 million of proceeds from stock sold to unaffiliated third parties.

Read as a deal communication, the substance is that the outside dates moved and the sponsor’s extension funding was made contingent on a second charter-amendment vote — the vote Pure’s definitive proxy of the same date calls for February 20, 2020. The amendments also reshape the forward purchase: HPEP I may assign its rights to third parties, and the maximum warrants purchasable under the amended and restated forward purchase agreement fall from 7,500,000 to 5,000,000 against 15,000,000 Class A shares at $10.00 per unit.

The Grenadier amendment prices the delay: HighPeak Assets II and the HPK Contributors owe Grenadier $15 million jointly and severally in four installments due on execution and on February 21, March 20 and April 21, 2020, not credited against the closing cash price and surviving termination, with a payment default giving Grenadier a termination right. It also caps debt funding and post-closing indebtedness at $400 million each and requires more than $150 million of proceeds from stock issued to unaffiliated third parties, which may include trust funds net of redemptions and excluding interest.

The proxy also discloses that on February 6, 2020 the parties amended both agreements: the outside date moves to May 21, 2020 under the HPK amendment and May 24, 2020 under the Grenadier amendment; additional sponsor loans are accounted for in connection with the extension; the forward purchase agreement may be assigned beyond affiliates and terminated on written notice by sponsor affiliates that join the amendment; and the warrants issuable as part of the forward purchase units are cut from up to 7,500,000 to up to 5,000,000.

The extension gives PACQ three additional months to complete its pending HighPeak Energy deal, with public stockholders retaining redemption rights at approximately $10.44 per share. If the extension fails, the company will liquidate, redeem public shares at trust value, and warrants will expire worthless with only $1.00 per warrant returned to holders.

Furnishing target asset operating results before a vote is how a SPAC puts the acquired assets' performance on the record where the proxy has not yet done so. The figures are in the exhibit and not in this text, so this summary states none of them. Both the company and HighPeak Energy disclaim any duty to update the statements. This is the Form 8-K; the same report was filed twice the same day under Rule 425.

Furnishing target asset operating results before a vote is how a SPAC puts the acquired assets' performance on the record where the proxy has not yet done so. The figures are in the exhibit and not in this text, so this summary states none of them. Both the company and HighPeak Energy disclaim any duty to update the statements. The 425 filing is required because HighPeak Energy, Inc. will register securities in the transaction.

Furnishing target asset operating results before a vote is how a SPAC puts the acquired assets' performance on the record where the proxy has not yet done so. The figures are in the exhibit and not in this text, so this summary states none of them. Both the company and HighPeak Energy disclaim any duty to update the statements. This copy is filed by HighPeak Energy, Inc., the entity that will be the registrant, which is why the same document appears three times on January 22, 2020.

The SPAC has hired an operating president for the post-combination company before the deal closes, and the filing names both the counterparty entity (HighPeak Energy, Inc.) and an expected Q1 2020 closing. That expectation sits against the February 21, 2020 charter deadline set by the extension stockholders approved in October, so the stated timeline leaves little margin. The appointment is effective now at Pure Acquisition Corp.; the HighPeak Energy role is expected and contingent on consummation.

The SPAC has hired an operating president for the post-combination company before the deal closes, and the filing names both the counterparty entity (HighPeak Energy, Inc.) and an expected Q1 2020 closing. That expectation sits against the February 21, 2020 charter deadline set by the extension stockholders approved in October, so the stated timeline leaves little margin. The appointment is effective now at Pure Acquisition Corp.; the HighPeak Energy role is expected and contingent on consummation.

The SPAC has hired an operating president for the post-combination company before the deal closes, and the filing names both the counterparty entity (HighPeak Energy, Inc.) and an expected Q1 2020 closing. That expectation sits against the February 21, 2020 charter deadline set by the extension stockholders approved in October, so the stated timeline leaves little margin. The appointment is effective now at Pure Acquisition Corp.; the HighPeak Energy role is expected and contingent on consummation.

Two mechanical facts are recoverable. First, the $0.033-per-share monthly sponsor contribution disclosed in Pure Acquisition Corp's October extension proxy is written into the transaction agreement as a defined Sponsor Loan running to February 21, 2020 — the extension funding and the deal are contractually linked, and the loans are calculated on shares that did not redeem. Second, there is a $5,000,000 aggregate cap above which further sponsor loans need written Special Committee approval, which is a governance limit on how much sponsor credit can accumulate against the company before closing.

Two mechanical facts are recoverable. First, the $0.033-per-share monthly sponsor contribution disclosed in Pure Acquisition Corp's October extension proxy is written into the transaction agreement as a defined Sponsor Loan running to February 21, 2020 — the extension funding and the deal are contractually linked, and the loans are calculated on shares that did not redeem. Second, there is a $5,000,000 aggregate cap above which further sponsor loans need written Special Committee approval, which is a governance limit on how much sponsor credit can accumulate against the company before closing.

What changed: Item 8.01: on August 11, 2020 Pure Acquisition announced that HighPeak Energy has applied to list its Contingent Value Rights on the Nasdaq Global Market but may not obtain approval by closing. It is a closing condition that the HighPeak Energy shares, warrants and CVRs issued as merger consideration be approved for listing on the NYSE or the Nasdaq Capital Market; the Company, HighPeak Energy and the HPK Contributors have agreed to waive that condition for the CVRs if listing is not achieved, with HighPeak Energy intending to have them quoted over the counter meanwhile. Why it matters: The listed CVR added on July 1, 2020 may not actually be listed at closing. A public holder was offered a registered, exchange-traded instrument alongside the share and the warrant; this report says that if the exchange does not approve it in time the parties will waive the requirement and the CVR will trade over the counter instead, which is a materially less liquid outcome for the same paper. The report states the intention to waive, not a completed waiver, and gives no date by which listing must be resolved.

What changed: Q2 2020 10-Q recording a near-total redemption: 30,603,570 shares were redeemed for $322,063,673 in the quarter, on top of February's 2,189,801 shares, so cash and marketable securities held in Trust Account fell to $53,159,750 at June 30, 2020 from $391,964,540 at December 31, 2019. Only 3,462,877 shares remain subject to redemption at an approximated $10.31 = $35,706,307, against 1,549,752 Class A and 10,350,000 founder shares. Sponsor notes payable reached $10,100,000 while cash fell to $26,000. Going concern continues to the August 21, 2020 Extension Date. Net loss $137,067. Why it matters: Public holders have left almost entirely - founder shares now outnumber the remaining redeemable public shares three to one - and the shell is funded by $10.1 million of sponsor notes against $26,000 of cash. The trust figure, the $10.31 and the August 21, 2020 date are all as-of statements in a document that also points to subsequent events, and none was written to a trust, floor, deadline or status field. Note for the pipeline: this filing's raw text begins with inline-XBRL context tags and the body anchor correctly skipped past them to the report.

What changed: Definitive merger proxy of Pure Acquisition Corp. for a special meeting at 10:00 a.m. Eastern on Tuesday, August 18, 2020 in Fort Worth, on the Business Combination Agreement dated May 4, 2020 with HighPeak Energy, Inc. and the HighPeak contributor partnerships. MergerSub merges into Pure, which survives as a subsidiary of HighPeak Energy, and the HPK Contributors contribute their limited partner interests in HPK LP for HighPeak Energy stock. The special committee recommended the deal unanimously with one abstention. Why it matters: A Class A holder who stays in receives four things per share: one HighPeak Energy share, cash equal to any excess of the per-share redemption value at Closing over $10.00, one warrant, and one contingent value right. The CVR is the unusual term — it pays additional HighPeak Energy shares if needed to deliver a 10% preferred simple annual return, subject to a floor downside per-share price of $4.00, measured at a maturity falling between the two-year anniversary of Closing and thirty months after it, with an equivalent number of shares forfeited by certain HPK Contributors.