PACQ SEC filings, in plain English
Everything Pure Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 11 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: Item 5.07 (Vote results): At Pure Acquisition Corp.'s special meeting on August 18, 2020, holders of 13,750,047 shares — 89.5% of voting power — were present, constituting a quorum. The Business Combination Proposal for the HighPeak Energy transaction passed with 13,649,922 for, 100,125 against and 0 abstentions. The Adjournment Proposal received 13,514,178 for, 235,805 against and 64 abstentions, but no motion to adjourn was made. The filing states 4,004,204 shares of Class A common stock were presented for redemption in connection with the meeting. Why it matters: The shareholder approval condition for the HighPeak Energy business combination is satisfied, and the filing gives the redemption count directly: 4,004,204 Class A shares tendered against 5,012,629 Class A shares outstanding on the August 4, 2020 record date as stated in this filing. The proposal describes contingent value rights carrying a 10% preferred simple annual return subject to a $4.00 per-share floor at maturity, measured between the two-year and thirty-month anniversaries of 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.
trust account, combination deadline, going-concern doubtnothing moved · 3 with no prior record of ours
- Trust account
- $392.0M · unchanged
- Combination deadline
- 2020-08-21 · unchanged
- Going-concern doubt
- stated · unchanged
The clause “020 to August 21, 2020. As of December 31, 2019, cash and Permitted Investments held in the Trust Account had a fair value of $ 391,964,540 . On October 11, 2019, 3,594,000 shares of Class A common stock were redeemed for $ 36,823,301 in”…
The clause …“mandatory liquidation and subsequent dissolution of the Company if an initial business combination is not completed by August 21, 2020 raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments”…
The clause …“Company’s ability to borrow sufficient funds to fund its operations raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
outside date1 moved
- Outside date
- 2020-08-212020-02-24
SpacBrain reads this as 179 days earlier than the previous record.
The clause …“to the terms and conditions contained therein, Grenadier agreed to extend the outside date under the Grenadier Contribution Agreement to February 24, 2020 and HighPeak Assets II has agreed to acquire the Grenadier Assets from Grenadier”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Item 1.01: on July 24, 2020 Pure Acquisition signed the Third Amendment to the May 4, 2020 Business Combination Agreement, together with an amended and restated Forward Purchase Agreement. The amendment adds one warrant for HighPeak Energy common stock for each share issued as merger consideration to Class A holders, raises the Minimum Equity Capitalization closing condition from $50 million to $100 million and removes the $100 million Minimum Aggregate Funding Availability condition, and requires that the CVRs and all HighPeak Energy warrants be registered and listed on Nasdaq or the NYSE. Why it matters: Public Class A holders who stay now receive a share, a listed CVR and a warrant, the third consideration sweetener in seven weeks. The condition set is simplified rather than loosened: one $100 million equity test replaces a $50 million equity test plus a separate $100 million funding-availability test. The amendment also puts the CVRs issued to public holders and to forward-purchase investors on the same terms, closing the two-tier structure the Second Amendment had created on July 1, 2020.
What changed: Items 7.01/8.01: on July 27, 2020 Pure Acquisition issued a press release announcing the merger consideration for its proposed business combination with HighPeak Energy, Inc. and affiliated parties, furnished as Exhibit 99.1, with Item 8.01 incorporating the Item 7.01 information to the extent required. As with the July 7, 2020 report of the same description, the body of this report states no consideration figure, share count, per-share value, condition or date. Why it matters: The second consideration announcement in three weeks, and again no number reaches the record through the report itself — the content is entirely in a furnished press release that was not read for this summary. That two such announcements were needed is itself the signal, since the consideration had been amended twice in June and July 2020, adding the Class A Cash Merger Consideration and then the listed Public CVRs. Nothing here can be relied on as a figure.
What changed: Items 7.01/8.01: on July 7, 2020 Pure Acquisition issued a press release announcing the merger consideration for its proposed business combination with HighPeak Energy, Inc. and affiliated parties. The release is furnished as Exhibit 99.1 and Item 8.01 incorporates the Item 7.01 information to the extent required. The body of the report states no consideration figure, share count, per-share value, condition or date — the announcement itself is entirely in the exhibit. Why it matters: A holder cannot take a number from this report: it says only that consideration was announced, and the substance is in a furnished press release that was not read for this summary. The terms that are on the record come from the May 4, 2020 Business Combination Agreement and its First Amendment of June 12, 2020, which added the Class A Cash Merger Consideration. Treat this filing as evidence of the announcement's date, not of its content.
What changed: Item 1.01: on July 1, 2020 Pure Acquisition and the HighPeak parties signed the Second Amendment to the May 4, 2020 Business Combination Agreement. It provides that one contingent value right — registered under the Securities Act and the Exchange Act and listed for trading on the Nasdaq Global Market — is issued as merger consideration for each whole share of HighPeak Energy common stock issued to holders of the Company's Class A common stock. It also contemplates one unlisted, privately placed contingent value right for each HighPeak Energy share bought by PIPE and Forward Purchase investors. Why it matters: A third piece of consideration is added for public Class A holders who stay: a listed, tradeable CVR alongside the share and the Class A Cash Merger Consideration added on June 12, 2020. Because the Public CVRs are registered and Nasdaq-listed while the PIPE and Forward Purchase investors receive unlisted Private CVRs, the two classes are deliberately not fungible. The report states no CVR payout trigger, threshold, term or amount — those are in the amendment filed as Exhibit 2.3, which was not read for this summary.
What changed: Item 1.01: on June 12, 2020 Pure Acquisition and the HighPeak parties signed the First Amendment to the May 4, 2020 Business Combination Agreement. It adds Class A Cash Merger Consideration — cash to Class A holders equal, per share, to any excess of the per-share redemption value at closing over $10.00 — and it revises the Minimum Aggregate Funding Availability and Minimum Equity Capitalization definitions to include cash from Forward Purchases, to deduct the Class A Cash Merger Consideration, and to count all rather than only net PIPE cash proceeds. Why it matters: 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.
What changed: Items 5.03/5.07: at a special meeting on May 15, 2020 Pure Acquisition stockholders approved the Fourth Amendment to the Second Amended and Restated Certificate of Incorporation, which extends the date by which the Company must consummate a business combination from May 21, 2020 to August 21, 2020. The vote was 35,633,789 for, 1,329,645 against and 230,000 abstaining, and the report states that 30,603,570 shares of Class A common stock were presented for redemption in connection with the meeting. Why it matters: 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.
What changed: Q1 2020 10-Q. Cash and marketable securities held in Trust Account fell to $373,830,123 at March 31, 2020 from $391,964,540 at December 31, 2019: $22,915,645 was released, mostly to pay the February 21, 2020 redemption of 2,189,801 shares for $22,811,431, while $3,598,267 of monthly extension deposits went back in. Class A subject to redemption is 35,095,906 at an approximated $10.20 per share = $357,907,051, and only 520,293 Class A sit outside it against 10,350,000 founder shares. Sponsor notes payable nearly doubled to $8,175,000; cash is $107,532; net loss $311,195. Why it matters: 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.
What changed vs 2019-11-14trust $424.0M → $392.0M -8%deadline 2020-02-21 → 2020-08-21trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $424.0M$392.0M
- Combination deadline
- 2020-02-212020-08-21
- Going-concern doubt
- stated · unchanged
- Mandate language
- We intend to focus our search for target businesses in the e…not matched in this filing
SpacBrain reads this as $32,026,553 left the trust between the two filings.
The clause “020 to August 21, 2020. As of December 31, 2019, cash and Permitted Investments held in the Trust Account had a fair value of $391,964,540. On October 11, 2019, 3,594,000 shares of Class A common stock were redeemed for $36,823,301 in”…
SpacBrain reads this as 182 days later than the previous record.
The clause …“mandatory liquidation and subsequent dissolution of the Company if an initial business combination is not completed by August 21, 2020 raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments”…
The clause …“Company’s ability to borrow sufficient funds to fund its operations raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.