UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

~~Pursuant~~Date toof ~~Section~~report ~~13 or 15~~(d)Date of ~~the~~ ~~Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofJune ~~1934~~12, 2020

~~Date~~Pure ofAcquisition ~~report~~Corp. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~May~~in ~~20,~~its ~~2020~~charter)

Pure Acquisition Corp. (Exact Name of Registrant as Specified in its Charter)

Delaware	001-38454	82-3424680
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

421 W. 3rd St., Suite 1000 Fort Worth, Texas 76102
(address of principal executive offices) (zip code)

(817) 850-9200
(Registrant’s telephone number, including area code)

Delaware	001-38454	82-3434680
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
421 W. 3rd St., Suite 1000 Fort Worth, Texas 76102
(Address of principal executive offices) (Zip code)
(817) 850-9203
Registrant’s Telephone Number, including Area Code
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	PACQ	NASDAQ
Warrants, each Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	PACQW	NASDAQ
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant	PACQU	NASDAQ

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.~~03.~~01 ~~Amendments~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year.~~Agreement

On ~~May~~June 1512, 2020, Pure Acquisition Corp., a Delaware corporation (the “Company”), ~~held~~entered ainto ~~special~~an ~~meeting~~amendment ofto ~~stockholders (~~the ~~“Meeting”).~~Business AsCombination ~~a result of the Meeting~~Agreement, onas ~~May~~defined 15below, ~~2020, the Company filed~~ with the ~~Secretary~~parties ~~of State of the State of Delaware the Company’s Fourth Amendment to its Second Amended and Restated Certificate of Incorporation (the “Extension Amendment”)~~thereto. The Extension Amendment extends the date by which the Company must consummate a business combination from May 21, 2020 to August 21, 2020. A copy of the Extension Amendment is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

~~Item~~First ~~5.07.~~Amendment ~~Submission of Matters~~ to aBusiness ~~Vote~~Combination ~~of Security Holders.~~Agreement

AtOn ~~the~~June ~~Meeting~~12, on2020, ~~May~~the 15Company, ~~2020~~HighPeak Energy, Inc., a Delaware corporation and wholly owned subsidiary of the Company’s ~~stockholders~~(“HighPeak ~~approved~~Energy”), ~~the~~Pure ~~Extension~~Acquisition ~~Amendment~~Merger Sub, Inc., ~~The~~a ~~affirmative~~Delaware ~~vote~~corporation ofand ~~holders~~wholly-owned subsidiary of atHighPeak ~~least~~Energy ~~the~~(“MergerSub” ~~majority~~and, oftogether with the Company’s ~~outstanding~~and ~~Class~~HighPeak AEnergy, ~~common~~the ~~stock~~“Parent Parties”), HighPeak Energy, LP, a Delaware limited partnership (“HighPeak I”), HighPeak Energy II, LP, a Delaware limited partnership (“HighPeak II”), HighPeak Energy III, LP, a Delaware limited partnership (“HighPeak III”), HPK Energy, LLC, a Delaware limited liability company (“HPK GP” and, ~~Class~~together Bwith ~~common~~HighPeak ~~stock~~I, ~~was~~HighPeak ~~required~~II toand ~~approve~~HighPeak III, the ~~Extension~~“HPK Contributors”), and HighPeak Energy Management, LLC, a Delaware limited liability company (“HPK Representative”), entered into the First Amendment. ~~The~~(the ~~number~~“BCA ofAmendment”) ~~shares~~to ofthe ~~Class~~Business ACombination ~~common~~Agreement, ~~stock~~dated ~~presented~~May ~~for~~4, ~~redemption~~2020, inby ~~connection~~and ~~with~~among the ~~Meeting~~Parent ~~was~~Parties, 30the HPK Contributors and,~~603~~ solely for limited purposes specified therein,~~570~~ HPK Representative (the “Business Combination Agreement”).

~~Set~~The ~~forth~~BCA ~~below~~Amendment ~~are~~(1) provides for additional merger consideration in cash to holders of shares of the ~~final~~Company’s ~~voting~~Class ~~results~~A common stock, par value $0.0001 per share (“Class A Common Stock”), in an amount per share equal to the ~~Extension~~amount, ~~Amendment~~if ~~proposal:~~any, by which the per-share redemption value of the Company’s Class A Common Stock at the closing of the business combination exceeds $10.00 per share (the “Class A Cash Merger Consideration”) and (2) revises the definitions of “Minimum Aggregate Funding Availability” and “Minimum Equity Capitalization” to (a) include in such calculations cash proceeds to any Parent Party resulting from Forward Purchases (as defined in the Business Combination Agreement), (b) deduct from such calculations the aggregate amount of Class A Cash Merger Consideration, and (c) modify the manner in which cash proceeds to any Parent Party resulting from the PIPE Investment (as defined in the Business Combination Agreement) are included in such calculations to include all cash proceeds and not only net cash proceeds.

~~Proposal~~The ~~No.~~foregoing 1description –of ~~Extension~~the BCA Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the BCA Amendment, a copy of which is filed as Exhibit 2.2 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

~~The~~Item ~~Extension Amendment was approved~~9.01 ~~The~~Financial ~~voting~~Statements ~~results~~and ~~were as follows:~~Exhibits

Votes For		Votes Against		Abstentions		Broker Non-Votes
35,633,789		1,329,645		230,000		0

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Item 8.01 Other Events

Exhibit

Number

Description

2.1*

Business Combination Agreement, dated May 4, 2020, by and among Pure Acquisition Corp., HighPeak Energy, Inc., Pure Acquisition Merger Sub, Inc., HighPeak Energy, LP, HighPeak Energy II, LP, HighPeak Energy III, LP, HPK Energy, LLC and, solely for limited purposes specified therein, HighPeak Energy Management, LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (Commission File No. 001-38454) filed on May 4, 2020).

2.2

First Amendment to Business Combination Agreement, dated June 12, 2020, by and among Pure Acquisition Corp., HighPeak Energy, Inc., Pure Acquisition Merger Sub, Inc., HighPeak Energy, LP, HighPeak Energy II, LP, HighPeak Energy III, LP, HPK Energy, LLC and HighPeak Energy Management, LLC.

To* Certain ~~the~~schedules ~~extent~~and ~~required,~~exhibits ~~the~~have ~~information~~been ~~included~~omitted inpursuant to Item 601(a)(5) of Regulation S-K.03 A copy of ~~this~~any ~~Current~~omitted ~~Report~~schedule onor ~~Form~~exhibit 8will be furnished supplementally to the U.S. Securities and Exchange Commission (the “SEC”) upon request. In addition, certain information has been excluded pursuant to Item 601(b)(2) of Regulation S-K because it is ~~incorporated~~both in(i) ~~this~~not ~~Item~~material ~~8.01~~and by(ii) ~~reference.~~would likely be competitively harmful if publicly disclosed

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Fourth Amendment to Second Amended and Restated Certificate of Incorporation, as filed with the State of Delaware on May 19, 2020

Legend Information

Forward-Looking Statements

The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Current Report, regarding the proposed merger of MergerSub into the Company and the proposed contribution of the partnership interests in HPK LP to HighPeak Energy, HighPeak Energy’s ~~proposed~~and the Company’s ability to consummate the business combination, including raising an adequate amount of equity and debt financing, the benefits of the transaction and HighPeak Energy’s future financial performance following the transaction, as well as the Company’s and HighPeak Energy’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this Current Report herein, including any oral statements made in connection herewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, the Company and HighPeak Energy, ~~Inc. (“HighPeak Energy”)~~ disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Current Report. The Company and HighPeak Energy caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company and HighPeak Energy, incident to the development, production, gathering and sale of oil, natural gas and natural gas liquids. These risks include, but are not limited to, commodity price volatility, low prices for oil and/or natural gas, developments in the global ~~economic~~economy ~~conditions~~as well as the public health crisis related to the coronavirus (COVID-19) pandemic and resulting significant negative effects to the global economy, disrupted global supply chains and significant volatility and disruption of financial and commodity markets, inflation, increased operating costs, lack of availability of drilling and production equipment, supplies, services and qualified personnel, certificates related to new technologies, geographical concentration of operations, environmental risks, weather risks, security risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating oil and natural gas reserves and in projecting future rates of production, reductions in cash flow, lack of access to capital, HighPeak Energy’s ability to satisfy future cash obligations, restrictions in existing or future debt agreements, the timing of development expenditures, managing growth and integration of acquisitions, failure to realize expected value creation from property acquisitions, title defects and limited control over non-operated properties. Should one or more of the risks or uncertainties described in this Current Report and in any oral statements made in connection therewith occur, or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the Company’s and HighPeak Energy’s expectations and projections can be found in the Company’s periodic filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as well as HighPeak Energy’s amended Registration Statement on Form S-4, filed with the ~~Securities and Exchange Commission (“~~SEC”) on ~~December 2, 2019, as amended on January 10, 2020 and as further amended on~~ May 13, 2020. ~~HighPeak~~The ~~Energy’s and the~~ Company’s SEC Filings are available publicly on the SEC’s website at www.sec.gov.

No Offer or Solicitation

This Current Report is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the ~~business~~proposed ~~combination~~transaction or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Important Information For Investors and Stockholders

In connection with the proposed business combination, HighPeak Energy has filed with the SEC a registration statement on Form S-4, which includes a prospectus of HighPeak Energy and a proxy statement of the Company. The Company and HighPeak Energy have also filed other documents with the SEC regarding the proposed business combination. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of the Company. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Company and HighPeak Energy once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain free copies of the proxy statement/prospectus by directing a request to: Pure Acquisition Corp., 421 W. 3rd St., Suite 1000, Fort Worth, Texas 76102, email: IR@highpeakenergy.com, Attn: Investor Relations.

Important Information For Investors and Stockholders

In connection with the proposed business combination, HighPeak Energy has filed with the SEC a registration statement on Form S-4, which includes a prospectus of HighPeak Energy and a proxy statement of the Company. The Company and HighPeak Energy also plan to file other documents with the SEC regarding the proposed transaction. After the registration statement has been declared effective by the SEC, a definitive proxy statement/prospectus will be mailed to the shareholders of the Company. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED BUSINESS COMBINATION THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about the Company and HighPeak Energy once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov. In addition, stockholders will be able to obtain free copies of the proxy statement/prospectus by directing a request to: Pure Acquisition Corp., 421 W. 3rd St., Suite 1000, Fort Worth, Texas 76102, email: IR@highpeakenergy.com, Attn: Investor Relations.

Participants in the Solicitation

The Company, and HighPeak Energy and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the proposed transactions. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K which was filed with the SEC on March 13, 2020. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is set forth in the proxy statement/prospectus relating to the business combination.

Additional Information About the Business Combination and Where to Find It

In connection with the proposed business combination, HighPeak Energy has filed aan amended registration statement on Form S-4 and the related proxy statement/prospectus with the SEC. Additionally, the Company and HighPeak Energy ~~have~~will ~~filed~~file other relevant materials with the SEC in connection with the proposed ~~business~~merger ~~combination~~of MergerSub into the Company and the proposed contribution of the partnership interest in HPK to HighPeak Energy. The materials filed and to be filed by the Company and HighPeak Energy with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. Investors and security holders of the Company are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed business combination because they will contain important information about the business combination and the parties to the business combination.

The Company, and HighPeak Energy and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies of the Company’s shareholders in connection with the proposed business combination. Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of certain of the Company’s executive officers and directors in the solicitation by reading the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and the proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of the Company’s and HighPeak Energy’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, is set forth in the proxy statement/prospectus relating to the business combination.

~~SIGNATURES~~SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PURE ACQUISITION CORP.
	Pure Acquisition Corp.
Date: May 20, 2020	By:	/s/ Steven W. Tholen
Date: June 15, 2020	By:	/s/ Steven W. Tholen
		Name: Steven W. Tholen
	Name:	Steven W. Tholen
		Title: Chief Financial Officer
	Title:	Chief Financial Officer

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