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

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Check the appropriate box:

PURE ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PURE ACQUISITION CORP.
421 W. 3^rd3rd Street, Suite 1000
Fort Worth, Texas 76102

NOTICE OF SPECIAL MEETING IN LIEU OF 2019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 10, 2019MAY 15, 2020

TO THE STOCKHOLDERS OF PURE ACQUISITION CORP.:

You are cordially invited to attend a special meeting in lieu of the 2019 annual meeting (the “special meeting”) of stockholders of Pure Acquisition Corp. (“Company,” “Pure,” “we,” “us” or “our”) to be held at 10:00 a.m., local time, on Thursday, October 10, 2019Friday , May 15, 2020 at 421 W. 3^rd3rd Street, Suite 1000, Fort Worth, Texas 76102, to consider and vote upon the following proposals:

Each of the proposals is more fully described in the accompanying proxy statement.

The purpose of the Extension Amendment is to allowprovide the Company morewith additional time to complete its initialpreviously announced business combination.  combination (the “Business Combination”) pursuant to which the parties will complete the following transactions contemplated by:

HighPeak Energy intends to file an amended registration statement on Form S-4, including a related proxy statement of the Company and a prospectus to be incorporated therein (the “Registration Statement”), with the U.S. Securities and Exchange Commission (the “SEC”). For more information regarding the Business Combination and the Business Combination Agreement, please read the Registration Statement and accompanying proxy statement/prospectus included therein when filed by HighPeak Energy, and the complete text of the Business Combination Agreement included therein.

The Company’s prospectus for its initial public offering (“IPO”) and charter providedprovides that the Company hadhas until October 17, 2019the Current Outside Date to complete a business combination. However, our Boardthe Company’s board of directors (the “Board”) currently believes that there maywill not be sufficient time before October 17, 2019May 21, 2020 to file the Registration Statement, complete a business combination.the SEC review process thereof, hold our shareholder meeting to approve the Business Combination, satisfy the other applicable closing conditions and close the Business Combination. The purpose of the Extension Amendment is to allow the Company more time to complete an initial business combination,the Business Combination, which our Board believes is in the best interest of our stockholders; however, there can be no assurance that a business combination can be completed by FebruaryAugust 21, 2020, if at all. IfAs will be described in the Registration Statement, if the Extension Amendment Proposal is approved, we will hold another stockholder meeting prior to the extended deadline in order to seek stockholder approval of any proposed business combination.the Business Combination.

Public stockholders may elect to have the Company redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (“Trust Account”), including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares (as defined herein) in connection with the Extension Amendment (the “Election”), regardless of how such public stockholders vote on the Extension Amendment. Stockholders do not need to vote on the Extension Amendment or be a holder of record on the record date to exercise redemption rights. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, telephone number and address to Continental Stock Transfer & Trust Company at least two (2) business days prior to the special meeting to validly require the Company to redeem its shares. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of our outstanding public shares will retain their right to haverequire the Company to redeem their public shares upon consummation of the initial business combination when it is submitted to the stockholdersBusiness Combination if they continue to remain stockholders as of such time, subject to any limitations set forth in our charter, as amended.charter. In addition, public stockholders who vote for the Extension Amendment and do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date if they continue to remain stockholders as of such time.

The Company estimates that the per-share price at which public shares may becould have been redeemed from cash held in the Trust Account will bewas approximately $10.23$10.52 on the record date.date of April 28, 2020. The closing price of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”)Stock on September 19, 2019April 28, 2020 was $10.24.$10.48. The Company cannot assure stockholders that they will be able to sell their shares of the Company’s Class A Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares.

HighPeak Pure Acquisition, LLC (“sponsor”In connection with previous proposals to amend the Company’s charter in order to extend the date in which the Company had to complete an initial business combination (the “Prior Extensions”) has, the Sponsor agreed to contribute or cause an affiliate to contribute to the Company as a loan $0.033 for each share of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock” or “public shares”), issued in the IPOits initial public offering (the “IPO”) that iswas not redeemed in connection with the stockholder votePrior Extensions each calendar month needed by the Company to approvecomplete an initial business combination. The Company’s Sponsor will pay to the Extension for eachTrust Account $0.02 per share of Class A Common Stock that has not been redeemed per month (commencing on October 17, 2019 and on the 17th day of each subsequent calendar month) that is needed by the Company to complete a business combinationthe Business Combination from October 17, 2019May 21, 2020 until the Extended Date, (the “Contribution”but the total monthly payment will be no greater than $200,000 (“Contributions”). If more than 10,000,000 shares of Class A Common Stock remain outstanding after redemptions in connection with the Extension, then the amount paid per share per month will be reduced proportionately and will equal $200,0000 divided by the number of shares outstanding after the Extension. If less than 10,000,000 shares of Class A Common Stock remain outstanding after the redemptions in connection with the Extension, the amount paid per share per month will be $0.02 per share of Class A Common Stock.

For example, if the Company completes a business combination on December 17, 2019,August 21, 2020, which would represent twothree months, the sponsorSponsor would make aggregate Contributions of approximately $2.7 million$600,000 (assuming no public10,000,000 or more shares are redeemed in connection withoutstanding after the Extension). Each Contribution will be deposited in the trust accountTrust Account on or before the 20th23rd day of each calendar month. Accordingly, if the Extension Amendment Proposal is approved, the Extension takes effect and assuming 10,000,000 shares of Class A Common Stock are outstanding after the Extension and the Company completes a business combination on December 17, 2019,August 21, 2020, then the redemption amount per public share as of December 17, 2019August 21, 2020 would be approximately $10.30$10.58 per public share, in comparison to the current redemption amount at the record date of approximately $10.23$10.52 per public share. IfAs noted above, if more than 10,000,000 shares of Class A Common Stock remain outstanding after redemptions in connection with the Extension, then the amount paid per share will be reduced proportionately.

The Contribution is conditioned upon the implementation of the Extension. The Contribution will not continue to occur if the Extension Amendment Proposal is not approved or the Extension takes effectis not completed for any reason. The amount of the Contributions will not bear interest and will be repayable by the Company to the Sponsor upon consummation of the Company’s initial business combination in cash; provided, however, that the Sponsor or its affiliate may, at its option, convert up to $1.5 million of each $1.00 outstanding of the Contribution into one warrant to purchase a share of Class A Common Stock of the Company on the same terms and conditions as the warrants issued by the Company to the Sponsor in connection with the IPO. Sponsor or its affiliates will have sole discretion to determine whether to continue extending the Contribution until the Extended Date, and if the Sponsor or its affiliate determines not to continue extending the Contribution at any time, its obligation to make additional Contributions will terminate and the Company takeswill dissolve and liquidate as soon as reasonably practical after such determination. If the entire time throughSponsor determines to terminate the Extended Date to complete its initial business combination, thenContributions, Contributions will be made on a prorated basis, per day, in the redemption amount per public share asmonth that notice is given of the Extended Date would be approximately $10.36 per public share, in comparisonSponsor’s intent not to continue extending the current redemption amount of approximately $10.23 per public share.Contributions with proration ending on the day that such notice is given.

If the Extension Amendment proposalProposal is not approved and we do not consummate a business combination by October 17, 2019, as contemplated by our IPO prospectus andthe Current Outside Date, in accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter subject to lawfully available funds therefor, redeem the public shares in consideration of a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company, divided by the total number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Company’s escrow agent will be authorized to transfer $1.00 per whole warrant sold as part of the units issued in the Company’s IPO (the “public warrants”), to holders of public warrants other than our sponsorSponsor and its affiliates, at the same time as we redeem our public shares. There will be no other redemption rights or liquidating distributions with respect to our warrants, which will expire if the Extension Amendment Proposal is not approved and we fail to complete our business combination by October 17, 2019.the Current Outside Date.

FollowingPromptly following the filing of our preliminarythis proxy statement, with the SEC on September 10, 2019, pursuant to the sponsor’sSponsor’s obligation under a certain letter agreement entered into in connection with our IPO, HighPeak Energy Partners II, LP (“HighPeakHPEP II”), an affiliate of our sponsor, and certain other affiliates, launchedSponsor intends to launch or cause an affiliate to launch a tender offer to purchase, at $1.00 in cash per public warrant, the outstanding public warrants of the Company. HPEP II has previously conducted three tender offers for the Company’s outstanding public warrants pursuant to the letter agreement, as a result of which an aggregate 20,371,112 public warrants were tendered and purchased by HPEP II. As of the date of this proxy statement, 328,888 public warrants remain outstanding and held by parties other than HPEP II. The public warrant tender offer is not conditioned upon any minimum number of public warrants being tendered or any particular outcome on the vote of the Extension Amendment. This communication is for informational purposes only and is neither a recommendation nor an offer to purchase the public warrants. It is not a substitute for the tender offer materials that HighPeakHPEP II filed on Schedule TOwill file with the SEC on September 12, 2019Schedule TO upon commencement of the tender offer or any amendments or supplements thereto that it has made or may make in the future.offer. Please see, “What“What is the Sponsor’s tender offer for the public warrants and how does it relate to the Extension Amendment?Amendment?” for additional information regarding the public warrant tender offer.

The affirmative vote of at least a majority of the Company’s outstanding Class A Common Stock and Class B common stock (theCommon Stock, par value $0.0001 per share (with the Class A Common Stock, the “Common Stock”), voting as a single class, will be required to approve the Extension Amendment.

The election of directors is decided by a plurality of the votes of the Common Stock cast at the special meeting. Ratification of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2019 requires a majority of the votes of the Common Stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

Our Board has fixed the close of business on September 13, 2019April 28, 2020 as the record date for determining the Company’s stockholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s Common Stock on that date are entitled to have their votes counted at the special meeting or any adjournment thereof.

You are not being asked to vote on an initial business combinationthe Business Combination at this time. If you are a public stockholder, you will have the right to vote on the initial business combinationBusiness Combination (and to exercise your redemption rights, if you so choose) when it is submitted to stockholders for approval if you remain a stockholder at such time.

After careful consideration of all relevant factors, our Board has determined that each of the proposals are advisable and recommends that you vote or give instruction to vote “FOR”“FOR” each of proposals 1 2, 3 and 4.2.

Enclosed is the proxy statement containing detailed information concerning the proposals and the special meeting. Whether or not you plan to attend the special meeting, we urge you to read this material carefully and vote your shares.

I look forward to seeing you at the meeting.

September 20, 2019                April 28, 2020

Your vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. If you are a stockholder of record, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote in person at the special meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting against each of the proposals.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting in Lieu of Annual Meeting of Stockholders to be held on October 10, 2019May:15, 2020: This notice of meeting, the accompanying proxy statement is available at https://www.cstproxy.com/pureacquisitioncorp/2019/proxy and the Company’s Annual Report is available at https://www.cstproxy.com/pureacquisitioncorp/2019/10ksm2020.

PURE ACQUISITION CORP.
421 W. 3^rd3rd Street, Suite 1000
Fort Worth, Texas 76102

SPECIAL MEETING IN LIEU OF 2019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 10, 2019MAY  15, 2020

PROXY STATEMENT

A special meeting in lieu of the 2019 annual meeting (the “special meeting”) of stockholders of Pure Acquisition Corp. (the “Company,(“Company,” “Pure,” “we,” “us” or “our”), a Delaware corporation, will be held at 10:00 a.m., local time, on Thursday, October 10, 2019Friday , May 15, 2020 at 421 W. 3^rd3rd Street, Suite 1000, Fort Worth, Texas 76102, to consider and vote upon the following proposals:

This proxy statement is dated September 20, 2019May 4, 2020 and is first being mailed to stockholders on or about that date.

The Extension Amendment proposalProposal is essential to the overall implementation of our Board’sthe plan of the Company’s board of directors (the “Board”) to extend the date that the Company has to complete a business combination. The purpose of the Extension Amendment is to allow the Company more time to complete its initialpreviously announced business combination;combination (the “Business Combination”); however, there can be no assurance that a business combination can be completed by FebruaryAugust 21, 2020, if at all.

Approval of the Extension Amendment is a condition to the implementation of the Extension. In addition, we will not proceed with the Extension if the number of redemptions of our public shares causes us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment proposal.Proposal.

Public stockholders may elect to have the Company redeem their shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,trust account (the “Trust Account”), including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares in connection with the Extension Amendment (the “Election”), regardless of how such public stockholders vote on the Extension Amendment. Stockholders do not need to vote on the Extension Amendment or be a holder of record on the record date to exercise redemption rights. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, telephone number and address to Continental Stock Transfer & Trust Company (“Continental”) at least two (2) business days prior to the special meeting to validly require the Company to redeem its shares. If the Extension Amendment Proposal is approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to have their public shares redeemed upon consummation of the initial business combination when it is submitted to the stockholders for approval,Business Combination, subject to any limitations set forth in our charter, as amended. In addition, public stockholders who vote for the Extension Amendment and do not make the Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the Extended Date.

The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $423.6$374.8 million (net of permitted liabilities) that was in the Trust Account as of September 13, 2019.the record date of April 28, 2020. In such event, the Company may need to obtain additional funds to complete its initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Amendment is approved,In connection with previous proposals to amend the Company’s sponsor, HighPeak Pure Acquisition, LLC (“HighPeak” andcharter in order to extend the “sponsor”date in which the Company had to complete an initial business combination (the “Prior Extensions”), hasthe Sponsor agreed to contribute or cause an affiliate to contribute to the Company as a loan $0.033 for each share of the Company’s Class A common stock,Common Stock, par value $0.0001 per share (“Class A Common Stock” or “public shares”), issued in the IPO (each, a “public share”its initial public offering (the “IPO”) that iswas not redeemed in connection with the stockholder votePrior Extensions each calendar month needed by the Company to approvecomplete an initial business combination. The Company’s Sponsor will pay to the Extension for eachTrust Account $0.02 per share of Class A Common Stock that has not been redeemed per month (commencing on October 17, 2019 and on the 17th day of each subsequent calendar month) that is needed by the Company to complete a business combinationthe Business Combination from October 17, 2019May 21, 2020 until the Extended Date, (the “Contribution”but the total monthly payment will be no greater than $200,000 (“Contributions”). If more than 10,000,000 shares of Class A Common Stock remain outstanding after redemptions in connection with the Extension, then the amount paid per share per month will be reduced proportionately and will equal $200,0000 divided by the number of shares outstanding after the Extension. If less than 10,000,000 shares of Class A Common Stock remain outstanding after the redemptions in connection with the Extension, the amount paid per share per month will be $0.02 per share of Class A Common Stock.

For example, if the Company completes a business combination on December 17, 2019,August 21, 2020, which would represent twothree months, the sponsorSponsor would make aggregate Contributions of approximately $2.7 million$600,000 (assuming no public10,000,000 or more shares are redeemed in connection withoutstanding after the Extension). Each Contribution will be deposited in the trust accountTrust Account on or before the 20th23rd day of each calendar month. Accordingly, if the Extension Amendment Proposal is approved, the Extension takes effect and assuming 10,000,000 shares of Class A Common Stock are outstanding after the Extension and the Company completes a business combination on December 17, 2019,August 21, 2020, then the redemption amount per public share as of December 17, 2019August 21, 2020 would be approximately $10.30$10.58 per public share, in comparison to the current redemption amount at the record date of approximately $10.23$10.52 per public share. IfAs noted above, if more than 10,000,000 shares of Class A Common Stock remain outstanding after redemptions in connection with the Extension, Amendment is approved, the Extension takes effect and the Company takes the entire time through the Extended Date to complete its initial business combination, then the redemption amount paid per public share as of the Extended Date wouldwill be approximately $10.36 per public share, in comparison to the current redemption amount of approximately $10.23 per public share.reduced proportionately.

The Contribution is conditionalconditioned upon the implementation of the Extension. The Contribution will not continue to occur if the Extension Amendment Proposal is not approved or the Extension is not completed for any reason. The amount of the Contributions will not bear interest and will be repayable by the Company to the sponsorSponsor upon consummation of the Company’s initial business combination in cash; provided, however, that the sponsorSponsor or its affiliate may, at its option, convert up to $1.5 million of each $1.00 outstanding of the Contribution into one warrant to purchase a share of Class A Common Stock of the Company on the same terms and conditions as the warrants issued by the Company to the sponsorSponsor in connection with the IPO. The sponsorSubject to its obligations under the Business Combination Agreement for any time prior to the termination thereof or the completion of the transactions contemplated thereby, Sponsor or its affiliateaffiliates will have sole discretion to determine whether to continue extending for additional monthsthe Contribution until the Extended Date, and if the sponsorSponsor or its affiliate determines not to continue extending for additional months,the Contribution at any time, its obligation to make additional Contributions will terminate and the Company will dissolve and liquidate as soon as reasonably practical after such determination. If the Sponsor determines to terminate the Contributions, Contributions will be made on a prorated basis, per day, in accordancethe month that notice is given of the Sponsor’s intent not to continue extending the Contributions with its charter.proration ending on the day that such notice is given.

If the Extension Amendment proposalProposal is not approved and we do not consummate a business combination by October 17, 2019, as contemplated by our IPO prospectus andthe Current Outside Date, in accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board in accordance with applicable law, dissolve and liquidate, subject (in each case of (i) and (ii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Company’s sponsorOur Sponsor is HighPeak.HighPeak Pure Acquisition, LLC. Each of the Company’s officers and directors who are not “independent directors” is an officer and/or director of the sponsor.our Sponsor. Further, the Company’s Chief Executive Officer currently serves as the Chairman of the Board and Chief Executive Officer of the general partnersole member of the sponsor.our Sponsor. Prior to the IPO, the sponsorour Sponsor waived its rights to participate in any liquidation distribution with respect to its shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), acquired prior to the IPO (“founder shares”). As a consequence of such waiver, any liquidating distribution that is made will be only with respect to the public shares. The Company’s escrow agent will be authorized to transfer $1.00 per whole public warrant to holders of public warrants other than our sponsorSponsor and its affiliates, at the same time as we redeem our public shares. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless if the Extension Amendment Proposal is not approved and the Company fails to complete its initial business combination by October 17, 2019.the Current Outside Date.

If the Company liquidates, the sponsorSponsor has agreed that it will be liable to the Company if and to the extent any claims by any third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into an acquisition agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets (in each case net of interest withdrawn to pay taxes), except if such third party or prospective target business has executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsorsSponsor, or its affiliate, will not be responsible to the extent of any liability for such third party claims. There is no assurance that our sponsorsSponsor, or its affiliate, will be able to satisfy their obligations. The per share liquidation price for the public shares at May 21, 2020 is anticipated to be approximately $10.23.$10.52. Nevertheless, the Company cannot assure you that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.23$10.52 due to unforeseen claims of potential creditors.

Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

However, because the Company will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the subsequent ten years. However, because we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

If the Extension Amendment proposalProposal is approved, the approval of the Extension Amendment will constitute consent for the Company to (i) remove from the Trust Account an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares and (ii) deliver to the holders of such redeemed public shares their portion of the Withdrawal Amount. Stockholders do not need to vote on the Extension Amendment or be a holder of record on the record date to exercise redemption rights. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, telephone number and address to Continental at least two (2) business days prior to the special meeting to validly redeem its shares. The remainder of such funds shall remain in the Trust Account and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who do not elect to have the Company redeem their public shares now will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Extension Amendment Proposal is approved.

The record date for the special meeting is September 13, 2019.April 28, 2020. Record holders of the Company’s Class A Common Stock and Class B Common Stock (the(together, the “Common Stock”) at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. We refer to these shares of Class B Common Stock as founders’ shares in this proxy statement. On the record date, there were 51,750,00045,966,199 outstanding shares of the Company’s Common Stock, including 41,400,00035,616,199 outstanding public shares and 10,350,000 founders’ shares. The Company’s warrants do not have voting rights in connection with the proposals.

This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.

TABLE OF CONTENTS

Page

FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement that are not purely historical are forward-looking statements. These statements constitute projections, forecasts and forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Forward-looking statement in this proxy statement may include, for example, statements about:

The forward-looking statements contained in this proxy statement are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

Why am I receiving this proxy statement?

This proxy statement and the enclosed proxy card are being sent to you in connection with the solicitation of proxies by our Boardboard of directors (our “Board”) for use at the special meeting, or at any adjournments thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting.

We intend to hold the special meeting in person. However, we are actively monitoring the coronavirus (COVID-19) pandemic. We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the special meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication.

The Company is a blank check company incorporated on November 13, 2017 as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses. In April 2018, the Company consummated its IPOinitial public offering (the “IPO”) of 41,400,000 units, representing a complete exercise of the over-allotment option, at a purchase price of $10.00 per unit generating gross proceeds of $414,000,000 before underwriting discounts and expenses. Like most blank check companies, the Company’s second amended and restated certificate of incorporation (as heretofore amended, our charter“charter”) provides for the return of the IPO proceeds held in trust to the holders of shares of Class A Common Stock,common stock, par value $0.0001 per share (“Class A Common Stock” or “public shares”), sold in the IPO if there is no qualifying business combination(s) consummated on or before a certain date (in our case, October 17, 2019)May 21, 2020, the “Current Outside Date”). Our Board believes that it is in the best interests of the stockholders to continue the Company’s existence until the Extended Date in order to allow the Company more time to complete an initial business combinationthe Business Combination and is submitting these proposals to the stockholders to vote upon.

What is being voted on?

You are being asked to vote on the following proposals:

The Extension Amendment proposalProposal is essential to the overall implementation of our Board’s plan to extend the date that the Company has to complete a business combination. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension.

If the Extension is implemented, the stockholder’s approval of the Extension Amendment proposalProposal will constitute consent for the Company to remove from the Withdrawal Amount fromtrust account (the “Trust Account”) an amount (the “Withdrawal Amount”) equal to the number of public shares properly redeemed in connection with the Extension, if any, multiplied by the per-share price, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for the Company’s use in connection with consummating a business combination on or before the Extended Date.

We will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment proposal.Proposal.

If the Extension Amendment proposalProposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election. The Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment proposalProposal is approved and the amount remaining in the Trust Account may be only a small fraction of the approximately $423.6$374.8 million (net of permitted liabilities) that was in the Trust Account as of September 13, 2019.the record date of April 28, 2020. In such event, the Company may need to obtain additional funds to complete an initiala business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Extension Amendment proposalProposal is not approved and we do not consummate a business combination by October 17, 2019, as contemplated by our IPO prospectus andthe Current Outside Date, in accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board in accordance with applicable law, dissolve and liquidate, subject (in each case of (i) and (ii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The sponsorSponsor (as defined below) has waived its rights to participate in any liquidation distribution with respect to its founder shares. The Company’s escrow agent will be authorized to transfer $1.00 per whole public warrant, to holders of public warrants other than our sponsorSponsor and its affiliates, at the same time as we redeem our public shares. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire if the Extension Amendment Proposal is not approved and the Company fails to complete its initial business combination by October 17, 2019.the Current Outside Date if the Extension Amendment Proposal is not approved.

The Company will pay the costs of liquidation from up to $50,000 earned on the funds in the Trust Account. If such funds are insufficient, the Company will pay the costs from its remaining assets outside the Trust Account, and additionally, the sponsorSponsor has agreed to advance the Company the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment of such expenses.

Why is the Company proposing the Extension Amendment proposal?Proposal?

The Company’s charter provides for the return of the IPO proceeds held in trust to the holders of shares of Class A Common Stock sold in the IPO if there is no qualifying business combination(s) consummated on or before October 17, 2019.May 21, 2020. Our Board currently believes that there may not be sufficient time before October 17, 2019the Current Outside Date to complete an initial business combination.

The Company believes a business combination would be in the best interests of the Company’s stockholders, and because the Company may not be able to conclude a business combination within the permitted time period, the Company has determined to seek stockholder approval to extend the date by which the Company has to complete a business combination.

The Company believes that, given the Company’s expenditure of time, effort and money on pursuing an initial business combination,the Business Combination, circumstances warrant providing public stockholders an opportunity to consider a proposed business combination; however, there can be no assurance that a business combination can be completed by February 21, 2020, if at all.the Business Combination. Accordingly, the Board is proposing the Extension Amendment, to extend the Company’s corporate existence until the Extended Date.Date; however, there can be no assurance that the Business Combination can be completed by August 21, 2020, if at all.

You are not being asked to vote on an initial business combinationthe Business Combination at this time. If the Extension is implemented and you do not elect to have the Company redeem yourare a public shares,stockholder, you will retainhave the right to vote on the initial business combination (and to exercise your redemption rights, if you so choose) when it is submitted to stockholders and the right to have your public shares redeemed for cash in the event the proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Dateapproval if you remain as a stockholder at such time.

What is the status of the Company’s initially proposed business combination?

On April 24, 2020, the Company terminated the definitive agreements relating to its initially proposed business combination (the “HighPeak/Grenadier Business Combination”) involving the affiliates of our sponsor, HighPeak Pure Acquisition, LLC, a Delaware limited liability company (the “Sponsor”) and Grenadier Energy Partners II, LLC via mutual consent.

For more information regarding the termination of the HighPeak/Grenadier Business Combination, please read the Current Report on Form 8-K filed with the SEC on April 24, 2020.

What will happen in the recently announced Business Combination?

On May 4, 2020, the Company, HighPeak Energy, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“HighPeak Energy”), Pure Acquisition Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HighPeak Energy (“MergerSub”), 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, together with HighPeak I, HighPeak II and HighPeak III, the “HPK Contributors”) and the general partner of HPK Energy, LP, a Delaware limited partnership (“HPK LP”), and an affiliate of Sponsor, and solely for the limited purposes specified therein, HighPeak Energy Management, LLC, a Delaware limited liability company (“HPK Representative”), entered into a Business Combination Agreement (as may be amended from time to time, the “Business Combination Agreement”), pursuant to which, among other things, and subject to the terms and conditions contained therein, HighPeak Energy has agreed to acquire HPK LP, which, indirectly through its subsidiaries, holds certain rights, title and interests in oil and natural gas assets and cash. Under the terms of the Business Combination Agreement, at the closing of the Business Combination, (i) MergerSub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of HighPeak Energy, (ii) each outstanding share of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), and Class B Common Stock, par value $0.0001 per share (“Class B Common Stock” or “founder shares,” and together with the Class A Common Stock, the “Common Stock”), of the Company will be converted into the right to receive one share of HighPeak Energy common stock, other than certain shares held by Sponsor that will be forfeited prior to the merger, (iii) the HPK Contributors will (a) contribute their limited partner interests in HPK LP to HighPeak Energy in exchange for HighPeak Energy common stock for total consideration of 75,000,000 shares of HighPeak Energy common stock (the “Unadjusted Shares”), subject to certain adjustments described below, and the general partner interest in HPK LP to either HighPeak Energy or a wholly owned subsidiary of HighPeak Energy in exchange for no consideration, and (b) directly or indirectly contribute the outstanding “Sponsor Loans” (as defined in the Business Combination Agreement) in exchange for HighPeak Energy common stock and such Sponsor Loans, if any, will be cancelled in connection with the closing of the transactions contemplated by the Business Combination Agreement, and (iv) following the consummation of the foregoing transactions, HighPeak Energy will cause HPK LP to merge with and into the Company with all interests in HPK LP being cancelled for no consideration. As a result of the Business Combination and pursuant to the Warrant Agreement, dated April 12, 2018, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (the “warrant agreement”), the Company’s warrants will become warrants of HighPeak Energy exercisable for shares of HighPeak Energy common stock on the terms set forth therein; provided, however, that all public warrants and private placement warrants held by the Sponsor or HPEP II immediately prior to the merger effective time will be forfeited for no consideration and cancelled immediately prior to the merger effective time.

The Unadjusted Shares will be adjusted upward with respect to (i) the amount of certain transaction expenses of the HPK Contributors paid by or on behalf of the HPK Contributors prior to the closing of the Business Combination (other than transaction expenses paid by certain contributed entities (namely, HighPeak Energy Assets, LLC, HighPeak Energy Assets II, LLC, HighPeak Energy Holdings, LLC and HPK LP, and collectively, the “HighPeak Entities”)), (ii) the amount of cash contributed by the HPK Contributors to the HighPeak Entities or otherwise paid by (but not reimbursed to) the HPK Contributors or one of their affiliates (other than a HighPeak Entity) on their behalf to the extent such contribution or payment is made during the period that commences on April 1, 2020 and ends immediately prior to the closing of the Business Combination, (iii) an additional amount of $500,000 per month to cover certain monthly expenses incurred between April 1, 2020 and the closing of the Business Combination, (iv) the amount of all Sponsor Loans as of the date of closing of the Business Combination and (v) any other amounts otherwise agreed to among the parties, provided that no such agreement shall be made by Pure without the prior approval of Pure’s Special Committee (as defined in the Business Combination Agreement).

The Unadjusted Shares will be adjusted downward with respect to (i) the amount of certain cash or rights to payment under the Sponsor Loans distributed by the HighPeak Entities to the HPK Contributors on or after April 1, 2020 and prior to the closing of the Business Combination, (ii) all revenues of any HighPeak Entity received by an HPK Contributor or its affiliates (other than a HighPeak Entity) and not remitted to the applicable HighPeak Entity during the period that commences on April 1, 2020 and ends immediately prior to the closing of the Business Combination and (iii) any other amounts otherwise agreed to among the parties.

In addition, HighPeak Energy is pursuing a private placement of shares of HighPeak Energy common stock with certain accredited investors and institutional buyers (the “PIPE Investment”) which, if successful, would close in connection with the Business Combination. In connection with the PIPE Investment and the Business Combination, the Sponsor seeks to enter into commitment agreements with certain Large Stockholders (as defined below) pursuant to which they commit not to redeem such shares in connection with this Business Combination and subscription agreements with Large PIPE Investors (as defined below) with respect to the PIPE Investment, each of which would include the Large Investor Offer (as defined below) or something similar.

On April 12, 2018, the Company entered into a forward purchase agreement (the “Forward Purchase Agreement”) with HighPeak Energy Partners, LP, a Delaware limited partnership and affiliate of Sponsor (“HPEP I”). At or prior to the closing of the Business Combination, the Forward Purchase Agreement will be amended and restated in its entirety and the purchasers thereunder (which may include affiliates of HPEP I or unrelated third parties) will collectively have the right, but not the obligation, to purchase, in connection with the closing of the Business Combination, any number of forward purchase units, up to the maximum amount of forward purchase units permitted thereunder, which in any event will not exceed 15,000,000 forward purchase units, for $10.00 per forward purchase unit or aggregate gross proceeds of up to $150 million. The purchasers have no obligation to purchase any forward purchase units in connection with the Business Combination and may unilaterally terminate the Forward Purchase Agreement prior to the Business Combination.

Prior to the Company’s initial business combination, HighPeak Energy intends to adopt the HighPeak Energy, Inc. Long Term Incentive Plan (the “LTIP”), and it is anticipated that the Company, as HighPeak Energy’s sole shareholder, will approve the LTIP. Following the closing of the Business Combination, HighPeak Energy will continue to sponsor the LTIP. The LTIP provides for potential grants of options, dividend equivalents, cash awards and substitute awards to employees, directors and service providers of HighPeak Energy, as well as stock awards to directors of HighPeak Energy. The LTIP will be administered by the HighPeak Energy board of directors or a committee thereof.

Subject to adjustment in accordance with the terms of the LTIP, a number of shares of HighPeak Energy common stock equal to 13% of the outstanding shares of HighPeak Energy common stock on the effective date of the LTIP (the “Share Pool”) are reserved and available for delivery with respect to Awards, and 1,300 shares of HighPeak Energy common stock will be available for the issuance of shares upon the exercise of ISOs (as defined in the LTIP). On January 1, 2021 and January 1 of each calendar year occurring thereafter and prior to the expiration of the LTIP, the Share Pool will automatically be increased by (i) the number of shares of HighPeak Energy common stock issued pursuant to the LTIP during the immediately preceding calendar year and (ii) 13% of the number of shares of HighPeak Energy common stock that are newly issued by HighPeak Energy (other than those issued pursuant to the LTIP) during the immediately preceding calendar year.

HighPeak Energy intends to file an amended registration statement on Form S-4, including a related proxy statement of the Company and a prospectus to be incorporated therein, with the U.S. Securities and Exchange Commission (the “SEC”) (the “Registration Statement”). For more information regarding the Business Combination and the Business Combination Agreement, please read the Registration Statement and accompanying proxy statement/prospectus included therein when filed by HighPeak Energy, and the complete text of the Business Combination Agreement included therein.

Will HighPeak Energy obtain new financing in connection with the Business Combination? If so, what are the anticipated material terms of such financing?

In connection with the entry into the Business Combination Agreement, HighPeak Energy intends to enter into subscription agreements with certain qualified institutional buyers and accredited investors (“Large PIPE Investors”), pursuant to which, among other things, HighPeak Energy would agree to issue and sell up to an aggregate of 10,000,000 shares of HighPeak Energy common stock to such investors for anticipated aggregate gross proceeds of up to $100 million.

Sponsor is also offering to (i) stockholders that own 100,000 or more shares of Class A Common Stock and commit not to redeem such shares in connection with the Business Combination (each, a “Large Stockholder” and, collectively, the “Large Stockholders”) and (ii) Large PIPE Investors (together with the Large Stockholders, the “Large Investors”), certain incentives with respect to their investments (the “Large Investor Offer”) on up to an aggregate of 15,000,000 shares (“Preferred Return Shares”). Specifically, the Large Investor Offer contemplates that, at the end of the two-year anniversary of the closing of the Business Combination, which may be extended to the 30^th-month anniversary at the Sponsor’s option (the “Preferred Return Date”), Large Investors that have held their shares of HighPeak Energy common stock from the closing of the Business Combination through the Preferred Return Date would be provided, with respect to such shares, with a 10% preferred simple annual return (the “Preferred Return”) subject to floor downside per-share price of $4.00, in the form of additional shares of HighPeak Energy common stock to the extent required, on terms and conditions to be negotiated with the Large Investors. To secure the Preferred Return, Sponsor will place into escrow at closing of the Business Combination up to 31,875,000 shares (“Escrow Shares”) of HighPeak Energy common stock (i.e., 2.125 shares per share of HighPeak Energy common stock subject to the Large Investor Offer) paid to Sponsor as consideration in the Business Combination, with such shares having an aggregate value at the downside price of $4.00 per share of up to $127.5 million (i.e., in an amount sufficient to provide a 10% preferred simple annual return with respect to 15,000,000 Preferred Return Shares). For example, if the price of HighPeak Energy’s common stock is $12.50 on the Preferred Return Date and the Large Investors hold 15,000,000 Preferred Return Shares, Sponsor would deliver no Escrow Shares to such Large Investors; however, if the price of HighPeak Energy’s common stock is $4.00 on the Preferred Return Date, HighPeak Energy would deliver all 31,875,000 Escrow Shares, ratably, to such Large Investors. Sponsor seeks to enter into commitment agreements with certain Large Stockholders pursuant to which they commit not to redeem such shares in connection with this business combination and subscription agreements with Large PIPE Investors with respect to a private placement that would close in connection with the closing of the Business Combination (the “PIPE Investment”),  which include the Large Investor Offer or something similar.  The final terms and conditions of the Large Investor Offer included in such commitment agreements and subscription agreements may vary from the terms described above.

The financing proceeds may also include purchases of forward purchase units under the Forward Purchase Agreement, however, the purchasers have no obligation to purchase any forward purchase units in connection with the Business Combination and may unilaterally terminate the Forward Purchase Agreement prior to the Business Combination.

HighPeak Energy also expects to either assume a reserve-based lending facility (“RBL Facility”) that HighPeak Energy anticipates entering into in connection with the closing of the Business Combination that the HPK Contributors may enter into prior to the Business Combination, or to enter into a RBL Facility in connection with the consummation of the Business Combination with a borrowing base to be determined by the lenders based on the projected revenues from the oil and natural gas reserves securing the loan.  The HPK Contributors may draw on the RBL Facility prior to closing of the Business Combination, in which HighPeak Energy would assume such outstanding loans, and HighPeak Energy expects to draw on the RBL Facility from time to time as circumstances warrant (including, if necessary or appropriate, to fund costs, fees and expenses (including the fees and expenses payable pursuant to a Business Combination Marketing Agreement, dated as of April 12, 2018, by and among Pure, Oppenheimer & Co. Inc. and EarlyBirdCapital, Inc (as further amended, the “Business Combination Marketing Agreement”)) associated with the Business Combination (including such transaction expenses of the HPK Contributors and their affiliates pursuant to the Business Combination Agreement) and for working capital and general corporate purposes) and may potentially utilize other sources of debt financing.

The proceeds of cash in the Trust Account, the PIPE Investment and the Forward Purchase Agreement, if any, and, if necessary or appropriate, borrowing under the RBL Facility will be used to fund costs, fees and expenses (including the fees and expenses payable pursuant to the Business Combination Marketing Agreement, dated as of April 12, 2018, by and among Pure, Oppenheimer & Co. Inc. and EarlyBirdCapital, Inc. (as further amended, the “Business Combination Marketing Agreement”)) associated with the Business Combination (including such transaction expenses of the HPK Contributors and their affiliates pursuant to the Business Combination Agreement).

Other than the new financing discussed above, are there any arrangements to help ensure that HighPeak Energy will have sufficient funds, together with the proceeds in the Trust Account, to fund its drilling program following the Business Combination?

Unless waived by the applicable parties to the Business Combination Agreement it is a condition to closing under the Business Combination Agreement that there is not less than $100 million of Minimum Aggregate Funding Availability, which must include not less than $50 million of Minimum Equity Capitalization (as such terms are defined in the Business Combination Agreement).  The Minimum Aggregate Funding Availability is measured at closing and includes the amount of funds contained in the Trust Account (net of the any stockholder redemptions), the net cash proceeds to any of Pure, HighPeak Energy or MergerSub (collectively, the “Parent Parties”) resulting from the PIPE Investment, and the aggregate amount of committed debt financing (including amounts drawn thereon and amounts available for future draws) for the Parent Parties and the HighPeak Contributed Entities (as defined in the Business Combination Agreement), excluding the Sponsor Loans unless (as defined in the Business Combination Agreement) otherwise agreed by the parties. The Minimum Equity Capitalization is also measured at closing and includes the amount of funds contained in the Trust Account (net of the any stockholder redemptions) plus the net cash proceeds attributable to the PIPE Investment.

 HighPeak Energy expects to fund its capital budget following closing of the Business Combination with the amount of funds contained in the Trust Account (net of any stockholder redemptions), plus any cash on-hand of the HighPeak Contributed Entities as of the closing of the Business Combination (without duplication as described below), plus (iii) the amount of net cash proceeds attributable to the PIPE Investment, forward purchase units (if any) and any other issuance of Class A Common Stock or HighPeak Energy common stock prior to or at the closing of the Business Combination, plus (iv) the RBL, plus (v) and cash generated by operations. HighPeak Energy expects to make substantial additional capital expenditures in the twelve months following the Business Combination and has a capital budget for the year of $350 million to $400 million, which assumes an average of three (3) operated drilling rigs starting immediately after the closing of the Business Combination across the Target Assets and excludes potential leasehold and/or surface acreage additions. HighPeak Energy also maintains additional models based on various market prices for its production, and periodically reviews the applicable capital expenditures and adjusts its budget and its allocation based on liquidity, drilling results, leasehold acquisition opportunities and commodity prices.

Because HighPeak Energy operates a high percentage of its acreage, capital expenditure amounts and timing are largely discretionary and within its control. HighPeak Energy determines its capital expenditures depending on a variety of factors, including, but not limited to, the success of its drilling activities, prevailing and anticipated prices for oil and natural gas, lease expirations, the availability of necessary equipment, infrastructure and capital, the receipt and timing of required regulatory permits and approvals, drilling and acquisition costs and the level of participation by other working interest owners. A deferral of planned capital expenditures, particularly with respect to drilling and completing new wells, could result in a reduction in anticipated production and cash flows. Additionally, if HighPeak Energy curtails or reallocates priorities in its drilling program, it may lose a portion of its acreage through lease expirations. However, in the event of any such curtailment or reallocation of priorities, HighPeak Energy would expect to prioritize lease retention to minimize any expirations. Furthermore, HighPeak Energy may be required to remove some portion of its reserves currently booked as PUDs if such changes in planned capital expenditures means HighPeak Energy will be unable to develop such reserves within five (5) years of their initial booking.

What risks does the Company face in light of the recent outbreak of coronavirus (COVID-19) and the recent decline in commodity prices?

Our ability to complete the Business Combination, and HighPeak Energy’s business, may be materially adversely affected by the recent coronavirus (COVID-19) pandemic. A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and HighPeak Energy’s business could be materially and adversely affected. Furthermore, we may be unable to complete the Business Combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors, vendors and services providers are unavailable to consummate the transaction in a timely manner. The extent to which COVID-19 impacts the Business Combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to consummate the Business Combination may be materially adversely affected. Further, our ability to consummate the Business Combination may be materially adversely affected if the recent significant decrease in commodity prices persists for a prolonged period.

For example, prices decreased to a level in April 2020 that caused the HPK Contributors to halt their drilling program and to curtail a substantial portion of their existing production, as well. It is uncertain when prices will return to levels at which the HPK Contributors or HighPeak Energy would be willing to execute their drilling program and resume producing from existing shut-in wells.  In addition, HighPeak Energy may be unable to fund its expected capital expenditure program.  HighPeak Energy currently expects to make approximately $300 million to $400 million of capital expenditures in the twelve months following the expected July 31, 2020 closing of the Business Combination. The ability to make these capital expenditures will be highly dependent on the price of oil and available funding as HighPeak Energy is only expected to have available liquidity of $375 million in assuming there are no redemptions in connection with the Business Combination, $158 million in assuming there are redemptions that would reduce the number of outstanding shares to 15,000,000, which is the maximum number of shares that will be offered in the Large Investor Offer, and $103 million assuming the number of shares that would need to be redeemed in order to reduce the number of outstanding shares to 5,000,000 shares, which is the minimum number of shares required to satisfy the Minimum Equity Financing (as defined in the Business Combination Agreement) component of the Minimum Aggregate Funding Availability (as defined in the Business Combination Agreement) condition in the Business Combination Agreement and, in the case in which the number of outstanding shares is reduced to 5,000,000 shares, HighPeak Energy has an RBL Facility with a $50 million borrowing base at closing. Given the current decline in market conditions, debt financing has become more difficult to obtain and may impact HighPeak Energy’s ability to enter into a RBL Facility providing a large enough borrowing base to allow for HighPeak Energy to fund its capital expenditure and drilling program or to increase the borrowing base under such facility in the future. As a result, HighPeak Energy’s operations and financial condition may be materially and adversely affected. 

Why should I vote for“FOR” the Extension Amendment?

Our Board believes stockholders will benefit from the Company consummating an initial business combinationthe Business Combination and is proposing the Extension Amendment to extend the date by which the Company has to complete a business combinationthe Business Combination until the Extended Date. The Extension would give the Company the opportunity to complete negotiations of definitive agreements and complete a business combination;the Business Combination; however, there can be no assurance that a business combination can be completed by FebruaryAugust 21, 2020, if at all.

If the Extension Amendment is approved,In connection with previous proposals to amend the Company’s sponsor hascharter in order to extend the date in which the Company had to complete an initial business combination (the “Prior Extensions”), the Sponsor agreed to contribute or cause an affiliate to contribute to the Company as a loan $0.033 for each share of the Company’s Class A Common Stock, par value $0.0001 per share (“Class A Common Stock” or “public shares”), issued in its initial public shareoffering (the “IPO”) that iswas not redeemed in connection with the stockholder votePrior Extensions each calendar month needed by the Company to approvecomplete an initial business combination. The Company’s Sponsor will pay to the Extension for eachTrust Account $0.02 per share of Class A Common Stock that has not been redeemed per month (commencing on October 17, 2019 and on the 17th day of each subsequent calendar month) that is needed by the Company to complete a business combinationthe Business Combination from October 17, 2019May 21, 2020 until the Extended Date. Date, but the total monthly payment will be no greater than $200,000 (“Contributions”). If more than 10,000,000 shares of Class A Common Stock remain outstanding after redemptions in connection with the Extension, then the amount paid per share per month will be reduced proportionately and will equal $200,0000 divided by the number of shares outstanding after the Extension. If less than 10,000,000 shares of Class A Common Stock remain outstanding after the redemptions in connection with the Extension, the amount paid per share per month will be $0.02 per share of Class A Common Stock.

For example, if the Company completes a business combination on December 17, 2019,August 21, 2020, which would represent twothree months, the sponsorSponsor would make aggregate Contributions of approximately $2.7 million$600,000 (assuming no public10,000,000 or more shares are redeemed in connection withoutstanding after the Extension). Each Contribution will be deposited in the trust accountTrust Account on or before the 20th23rd day of each calendar month. Accordingly, if the Extension Amendment Proposal is approved, the Extension takes effect and assuming 10,000,000 shares of Class A Common Stock are outstanding after the Extension and the Company completes a business combination on December 17, 2019,August 21, 2020, then the redemption amount per public share as of December 17, 2019August 21, 2020 would be approximately $10.30$10.58 per public share, in comparison to the current redemption amount at the record date of approximately $10.23$10.52 per public share. IfAs noted above, if more than 10,000,000 shares of Class A Common Stock remain outstanding after redemptions in connection with the Extension, Amendment is approved, the Extension takes effect and the Company takes the entire time through the Extended Date to complete its initial business combination, then the redemption amount paid per public share as of the Extended Date wouldwill be approximately $10.36 per public share, in comparison to the current redemption amount of approximately $10.23 per public share.reduced proportionately.

The Company’s charter provides that if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance or timing of the Company’s obligation to redeem 100% of the Company’s public shares if we do not complete our business combination before October 17, 2019,May 21, 2020, we will provide our public stockholders with the opportunity to have all or a portion of their shares of Class A Common Stock redeemed upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares. We believe that this charter provision was included to protect the Company stockholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the timeframe contemplated by the charter. We also believe, however, that given the Company’s expenditure of time, effort and money on pursuing an initial business combination,the Business Combination, circumstances warrant providing those who believe they might find the potential business combinationBusiness Combination to be an attractive investment with an opportunity to consider such a transaction.

Our Board recommends that you vote in favor of the Extension Amendment Proposal, but expresses no opinion as to whether you should seek redemption of your public shares.

Why should I vote “FOR” the Adjournment Proposal?

If the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the special meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.

How do the Company insiders intend to vote their shares?

All of the Company’s directors, executive officers and their respective affiliates are expected to vote any shares of Common Stock (as defined below) over which they have voting control (including any public shares owned by them) in favor of each of the proposals.

Neither the sponsorSponsor nor the Company’s independent directors are entitled to seek redemption of itstheir respective founder shares. With respect to shares purchased on the open market by the sponsorSponsor and the Company’s directors, executive officers and their respective affiliates, such public shares may be redeemed. On the record date, the sponsorSponsor and the Company’s independent directors beneficially owned and waswere entitled to vote 10,350,000 founder shares, representing approximately 20.0%22.5% of the Company’s issued and outstanding Common Stock.

The sponsorsSponsor’s and the Company’s directors and executive officers and their affiliates may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that such purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Extension Amendment.Amendment Proposal. Any public shares held by or subsequently purchased by affiliates of the Company may be voted in favor of some or all of the proposals presented at the special meeting.

What vote is required to adopt the Extension Amendment?Amendment Proposal?

Approval of the Extension Amendment Proposal will require the affirmative vote of holders of at least a majority of the Company’s outstanding Class A Common Stock and Class B common stock, par value $0.0001 per share (“Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”) on the record date.

If the Extension Amendment Proposal is approved, any holder of public shares may have all or a portion of their public shares redeemed by the Company at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares. Stockholders do not need to vote on the Extension Amendment or be a holder of record on the record date to exercise redemption rights. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, telephone number and address to Continental Stock Transfer & Trust Company (“Continental”) at least two (2) business days prior to the special meeting to validly redeem its shares.

What vote is required to elect the directors?

The election of directors is decided by a plurality of the votes of the Common Stock cast at the special meeting.

What vote is required to ratify WithumSmith+Brown, PC as the Company’s independent registered public accounting firm?

Ratification of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2019 requires a majority of the votes of the Common Stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

What vote is required to approve the Adjournment Proposal?

The approval of the Adjournment Proposal requires a majority of the votes present in person or represented by proxy at the special meeting and entitled to vote thereon.

What if I don’t want to vote for the Extension Amendment proposal?Proposal?

If you do not want the Extension Amendment Proposal to be approved, you must abstain, not vote, or vote against the proposals. If the Extension Amendment Proposal is approved, and the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid to the redeeming holders.

Will you seek any further extensions to liquidate the Trust Account?

Other than the Extension until the Extended Date as described in this proxy statement, we do not currently anticipate seeking any further extension to consummate a business combination. However, as has been the case with respect to the Prior Extensions, changes in circumstances may require us to reschedule our plans in the future.

What happens if the Extension Amendment Proposal is not approved?

If the Extension Amendment Proposal is not approved and we do not consummate a business combination by October 17, 2019,the Current Outside Date, as contemplated by our IPO prospectus and in accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board in accordance with applicable law, dissolve and liquidate, subject (in each case of (i) and (ii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The sponsorSponsor waived its rights to participate in any liquidation distribution with respect to its founder shares. The Company’s escrow agent will be authorized to transfer $1.00 per whole public warrant, to holders of public warrants other than our sponsorSponsor and its affiliates, at the same time as we redeem our public shares. There will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire if the Extension Amendment Proposal is not approved and the Company fails to complete its initial business combination by October 17, 2019.the Current Outside Date. The Company will pay the costs of liquidation from up to $50,000 earned on the funds in the Trust Account, which it believes are sufficient for such purposes. If such funds are insufficient, the Company will pay the costs from its remaining assets outside the Trust Account, and additionally, the sponsorSponsor has agreed to advance the Company the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment of such expenses.

If the Extension Amendment proposalProposal is approved, what happens next?

The Company is continuing its efforts to complete its initial business combination,the Business Combination, which will involve:

The Company is seeking approval of the Extension Amendment Proposal because the Company maywill not be able to complete all of the tasks listed above prior to October 17, 2019.May 21, 2020. If the Extension Amendment Proposal is approved, the Company expects to seek stockholder approval of any initial business combination.the Business Combination. If stockholders approve an initial business combination,the Business Combination, the Company expects to consummate such business combination as soon as possible following stockholder approval; however, there can be no assurance that aany business combination can be completed by FebruaryAugust 21, 2020, if at all.

Upon approval by at least a majority of the Common Stock outstanding as of the record date of the Extension Amendment proposal,Proposal, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto. The Company will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and its units, Class A Common Stock and warrants will remain publicly traded.

If the Extension Amendment proposalProposal is approved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of the Company’s Common Stock held by our sponsorsSponsor through the founder shares.

IfIn connection with the Extension Amendment is approved,Prior Extensions, the sponsor hasSponsor agreed to contribute or cause an affiliate to contribute to the Company as a loan $0.033 for each public share of the Company’s Class A Common Stock that iswas not redeemed in connection with the stockholder votePrior Extensions each calendar month needed by the Company to approvecomplete an initial business combination. The Company’s Sponsor will pay to the Extension for eachTrust Account $0.02 per share of Class A Common Stock that has not been redeemed per month (commencing on October 17, 2019 and on the 17th day of each subsequent calendar month) that is needed by the Company to complete a business combinationthe Business Combination from October 17, 2019May 21, 2020 until the Extended Date. Date, but the total monthly payment will be no greater than $200,000. If more than 10,000,000 shares of Class A Common Stock remain outstanding after redemptions in connection with the Extension, then the amount paid per share per month will be reduced proportionately and will equal $200,0000 divided by the number of shares outstanding after the Extension. If less than 10,000,000 shares of Class A Common Stock remain outstanding after the redemptions in connection with the Extension, the amount paid per share per month will be $0.02 per share of Class A Common Stock.

For example, if the Company completes a business combination on December 17, 2019,August 21, 2020, which would represent twothree months, the sponsorSponsor would make aggregate Contributions of approximately $2.7 million$600,000 (assuming no public10,000,000 or more shares are redeemed in connection withoutstanding after the Extension). Each Contribution will be deposited in the trust accountTrust Account on or before the 20th23rd day of each calendar month. Accordingly, if the Extension Amendment Proposal is approved, the Extension takes effect and assuming 10,000,000 shares of Class A Common Stock are outstanding after the Extension and the Company completes a business combination on December 17, 2019,August 21, 2020, then the redemption amount per public share as of December 17, 2019August 21, 2020 would be approximately $10.30$10.58 per public share, in comparison to the current redemption amount at the record date of approximately $10.23$10.52 per public share. IfAs noted above, if more than 10,000,000 shares of Class A Common Stock remain outstanding after redemptions in connection with the Extension, Amendment is approved, the Extension takes effect and the Company takes the entire time through the Extended Date to complete its initial business combination, then the redemption amount paid per public share as of the Extended Date wouldwill be approximately $10.36 per public share, in comparison to the current redemption amount of approximately $10.23 per public share.reduced proportionately.

The Contribution is conditionalconditioned upon the implementation of the Extension. The Contribution will not continue to occur if the Extension Amendment Proposal is not approved or the Extension is not completed for any reason. The amount of the Contributions will not bear interest and will be repayable by the Company to the sponsorSponsor upon consummation of the Company’s initial business combination in cash; provided, however, that the sponsorSponsor or its affiliate may, at its option, convert up to $1.5 million of each $1.00 outstanding of the Contribution into one warrant to purchase a share of Class A Common Stock of the Company on the same terms and conditions as the warrants issued by the Company to the sponsorSponsor in connection with the IPO. The sponsorSponsor or its affiliates will have sole discretion to determine whether to continue extending for additional monthsthe Contribution until the Extended Date, and if the sponsorSponsor or its affiliate determines not to continue extending for additional months,the Contribution at any time, its obligation to make additional Contributions will terminate and the Company will dissolve and liquidate as soon as reasonably practical after such determination. If the Sponsor determines to terminate the Contributions, Contributions will be made on a prorated basis, per day, in accordancethe month that notice is given of the Sponsor’s intent not to continue extending the Contributions with its charter.proration ending on the day that such notice is given.

Would I still be able to exercise my redemption rights if I vote against a proposed business combination?

Yes. Assuming you are a shareholder as of the record date for voting on any proposed business combination, you will be able to vote on such a proposed business combination when it is submitted to stockholders. If you disagree with the business combination, you will retain your right to haverequire the Company to redeem your public shares upon consummation of such business combination, subject to any limitations set forth in the charter.

How do I change my vote?

If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to the Company’s Chief Financial Officer prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to the Company at 421 W. 3^rd3rd Street, Suite 1000, Fort Worth, Texas 76102, Attn: Chief Financial Officer.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker non-votes for each of the proposals other than the election of directors. With respect to the election of directors, the inspector of elections will separately count “FOR” and “WITHHOLD” votes, abstentions and broker non-votes.proposals.

If my shares are held in “street name,” will my broker automatically vote them for me?

If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. The ratification of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2019 is considered a “discretionary item.” We believe that each of the other proposals are “non-discretionary” items.

Your broker can vote your shares with respect to “non-discretionary items” only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to all proposals except for the ratification of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2019.each proposal.

What is a quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if at least a majority of the outstanding shares of Common Stock are represented in person or by proxy at the meeting.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the special meeting. Abstentions (but not broker non-votes) will be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at the special meeting may adjourn the special meeting to another date.

Who can vote at the special meeting?

Only holders of record of the Company’s Common Stock at the close of business on September 13, 2019April 28, 2020 are entitled to have their vote counted at the special meeting and any adjournments or postponements thereof. On this record date, 51,750,00048,156,000 shares of Common Stock were outstanding and entitled to vote.

Stockholder of Record:Record: Shares Registered in Your Name.Name. If on the record date your shares were registered directly in your name with the Company’s transfer agent, Continental, Stock Transfer & Trust Company, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted.

Beneficial Owner:Owner: Shares Registered in the Name of a Broker or Bank.Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

Does the BoardBoard recommend voting for the approval of the proposals?

Yes. After careful consideration of the terms and conditions of these proposals, the Board has determined that each of the proposals are in the best interests of the Company and its stockholders. The Board recommends that the Company’s stockholders vote “FOR” the each of the proposals.

What interests do the Company’s directors and officers have in the approval of the proposals?

The Company’s directors and officers have interests in the proposals that may be different from, or in addition to, your interests as a stockholder. These interests include ownership of founder shares and warrants that may become exercisable in the future, loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “Proposal“Proposal No. 1— 1—The Extension Amendment—Interests of the Company’s Directors and Officers.Officers.”

What if I object to the Extension Amendment? Do I have appraisal rights?

Stockholders do not have appraisal rights in connection with the Extension Amendment under the DGCL.Delaware General Corporation Law (the “DGCL”).

What happens to the Company warrants if the Extension Amendment Proposal is not approved?

If the Extension Amendment Proposal is not approved and we do not consummate a business combination by October 17, 2019, as contemplated by our IPO prospectus andthe Current Outside Date, in accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our Board in accordance with applicable law, dissolve and liquidate, subject (in each case of (i) and (ii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the Company’s escrow agent will be authorized to transfer $1.00 per whole public warrant to you, and your warrants will expire.

What happens to the Company warrants if the Extension Amendment proposalProposal is approved?

If the Extension Amendment proposalProposal is approved, the Company will continue to attempt to consummate a business combination until the Extended Date, and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms, subject to the commenced tender offer for the warrants described below. Pursuant to the sponsor support agreement entered into in connection with the Business Combination Agreement, the Sponsor has agreed to forfeit all of its private placement warrants it purchased in connection with the Company’s IPO and HPEP II has agreed to forfeit all the public warrants it owns as of closing of the Business Combination.

What is the sponsor’sSponsor’s tender offer for the public warrants and how does it relate to the Extension Amendment?

Following the filing of our preliminarythis proxy statement, with the SEC on September 10, 2019, pursuant to the sponsor’sSponsor’s obligation under a certain letter agreement entered into in connection with our IPO, HighPeakHPEP II, and certain other affiliates, launchedintends to launch a tender offer to purchase, at $1.00 in cash per public warrant, the outstanding public warrants of the Company. The public warrant tender offer is not conditioned upon any minimum number of public warrants being tendered or any particular outcome on the vote of the Extension Amendment. HPEP II has previously conducted three tender offers for the Company’s outstanding public warrants pursuant to the letter agreement, as a result of which an aggregate 20,371,112 public warrants were tendered and purchased by HPEP II. As of the date of this proxy statement, 328,888 public warrants remain outstanding and held by parties other than HPEP II.

This communication is for informational purposes only and is neither a recommendation nor an offer to purchase the warrants. It is not a substitute for the tender offer materials that HighPeakHPEP II filedwill file with the SEC upon commencement of the tender offer or any amendments or supplements thereto that it has made or may make in the future.offer. At the time the tender offer is commenced, HighPeakHPEP II filedwill file tender offer materials on Schedule TO on September 12, 2019.TO. THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS), AND ANY AMENDMENTS OR SUPPLEMENTS THERETO THAT HAVE BEEN MADE OR THAT MAY BE MADE IN THE FUTURE, CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION. HOLDERS OF PUBLIC WARRANTS OF THE COMPANY ARE URGED TO READ ANY SUCH DOCUMENTS CAREFULLY IN THEIR ENTIRETY, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT INFORMATION THAT HOLDERS OF PUBLIC WARRANTS OF THE COMPANY SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR PUBLIC WARRANTS. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, have beenwill be made available to all holders of public warrants of the Company at no expense to them. The tender offer materials and other related documents have been(when available) would be made available for free at the SEC’s website at www.sec.gov or by directing a request to the Information Agent for the tender offer who has beenwould be named by the offeror in the tender offer materials.

How do I vote?

If you are a holder of record of Company Common Stock, you may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote in person if you have already voted by proxy.

If your shares of Company Common Stock are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

How do I seek redemption of my shares of Company Common Stock?

If the Extension is implemented, each public stockholder may seek to have the Company redeem all or a portion of his, her or its public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay franchise and income taxes, divided by the number of then outstanding public shares. Stockholders do not need to vote on the Extension Amendment or be a holder of record on the record date to exercise redemption rights. The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, telephone number and address to Continental at least two (2) business days prior to the special meeting to validly redeem its shares. You will also be able to have your public shares redeemed in connection with any stockholder vote to approve a proposed initial business combination, or if the Company has not consummated a business combination by the Extended Date if you remain a stockholder as of such time.

To demand redemption, you must check the box on the proxy card or voting instruction card provided for that purpose and return the proxy card or voting instruction card in accordance with the instructions provided, and, at the same time, ensure your bank or broker complies with the requirements identified elsewhere herein. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension and Election.

In connection with tendering your shares for redemption, you must elect either to physically tender your stock certificates to Continental, Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, NY 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, at least two (2) business days prior to the vote for the Extension Amendment or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s Deposit/Withdrawal At Custodian System (“DWAC system”), which election would likely be determined based on the manner in which you hold your shares.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares.

Who is paying for this proxy solicitation?

The Company will pay for the entire cost of soliciting proxies. The Company has engaged Morrow Sodali LLC (“Morrow”) to assist in the solicitation of proxies for the special meeting. The Company has agreed to pay Morrow a fee of $32,500.$25,000. The Company will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Pure Acquisition Corp.
421 W. 3^rd3rd Street, Suite 1000
Fort Worth, Texas 76102
Attn: Chief Financial Officer
Telephone: 817-850-9200

You may also contact the Company’s proxy solicitor at:

Morrow Sodali LLC

470 West Avenue, 3^rd3rd Floor

Stamford, Connecticut 06902
Individuals call: 800-662-5200

Banks and brokers call: 203-658-9400
Email: PACQ.info@morrowsodali.com

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

BACKGROUND

Pure Acquisition Corp.

We are a blank check company incorporated on November 13, 2017 as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more target businesses, with a focus for a target business in the upstream oil and gas industry in North America where our management team’s networks and experience are suited.

In connection with the organization of the Company, founder shares were sold to our Sponsor. In March 2018, our Sponsor returned to us, at no cost, an aggregate of 1,437,500 founder shares, which we cancelled, leaving an aggregate of 8,625,000 founder shares outstanding. In March 2018, our Sponsor transferred 40,000 founder shares to each of our three independent director nominees resulting in a total of 120,000 founder shares transferred to our independent director nominees. In April 2018, we effected a stock dividend of 0.2 shares of Class B Common Stock for each outstanding share of Class B Common Stock, resulting in our Sponsor holding 10,206,000 founder shares and each of our independent director nominees holding 48,000 founder shares for an aggregate of 10,350,000 founder shares. At the record date, our Sponsor, our initial stockholders and our independent directors held, collectively, 10,350,000 founder shares.

On April 17, 2018 (the “IPO Closing Date”), we consummated our IPO of 41,400,000 units, representing a complete exercise of the over-allotment option, at a purchase price of $10.00 per unit, generating gross proceeds of $414,000,000 before underwriting discounts and expenses. Each unit consists of one share of Class A Common Stock of the Company par value $0.0001 per share and one half of one warrant. Each whole warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50. Only whole warrants may be exercised and no fractional warrants will be issued upon separation of the units and only whole warrants may be traded. Each warrant will become exercisable on the later of thirty (30) days after the completion of an initial business combination or 12 months from the IPO Closing Date and will expire on the fifth anniversary of our completion of an initial business combination, or earlier upon redemption or liquidation. Alternatively, if we do not complete a business combination by May 21, 2020, the warrants will expire at the end of such period. If we are unable to deliver registered shares of Class A Common Stock to the holder upon exercise of warrants issued in connection with the 41,400,000 units during the exercise period, the warrants will expire worthless, except to the extent that they may be exercised on a cashless basis in the circumstances described in the agreement governing the warrants.

On the IPO Closing Date, our Sponsor purchased from us an aggregate of 10,280,000 private placement warrants at $1.00 per private placement warrant (for a total purchase price of $10,280,000) in a private placement (the “private placement warrants”). Each private placement warrant is exercisable to purchase one share of our Class A Common Stock at a price of $11.50, and are not redeemable so long as they are held by the initial purchasers of the private placement warrants or their permitted transferees. We received gross proceeds from the IPO and the sale of the private placement warrants of $414,000,000 and $10,280,000, respectively, for an aggregate of $424,280,000. We deposited $414,000,000 of the gross proceeds in the Trust Account. The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of one hundred eighty (180) days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Act of 1940 and invest only in direct U.S. government obligations. At the IPO Closing Date, the remaining $10,280,000 was held outside of the Trust Account, of which $8,280,000 was used to pay underwriting discounts and $200,000 was used to repay notes payable to our Sponsor with the balance reserved to pay accrued offering and formation costs, business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. A portion of interest income on the funds held in the Trust Account has been and will continue to be released to us to pay our tax obligations and up to $10,000 per month for office space, utilities and secretarial and administrative support.

On April 12, 2018, we entered into the Forward Purchase Agreement with HPEP I, pursuant to which HPEP I agreed to purchase up to 15,000,000 shares of Class A Common Stock and 7,500,000 warrants for $10.00 per forward purchase unit, for an aggregate purchase price of up to $150,000,000 in a private placement which would close simultaneously with our initial business combination. At or prior to the closing of the Business Combination, (i) HPEP I will assign its purchase rights to one or more third parties, which may or may not be affiliates of HPEP I and (ii) the Forward Purchase Agreement will be amended and restated in its entirety and the purchasers thereunder (which may include affiliates of HPEP I or unrelated third parties) may purchase an aggregate amount of up to 15,000,000 shares of HighPeak Energy common stock and up to 7,500,000 warrants issued under the Forward Purchase Agreement, with such shares and warrants being issued as Forward Purchase Units consisting of one share and one-half of one whole warrant, for $10 per Forward Purchase Unit or aggregate gross proceeds of up to $150 million.

The Previously Announced Business Combination

The Company announced on April 24, 2020 that it had terminated the definitive agreements relating to the HighPeak/Grenadier Business Combination. For more information regarding the termination of the HighPeak/Grenadier Business Combination, please read the Current Report on Form 8-K filed with the SEC on April 24, 2020.

The Business Combination

The following is a brief summary of the transactions contemplated in connection with the Business Combination. Any description of the Business Combination in this proxy statement is qualified in all respects by reference to the text of the Business Combination Agreement, dated May 4, 2020, by and among the Company, HighPeak Energy, MergerSub, the HPK Contributors and, solely for the limited purposes specified therein, HPK Representative, which was filed with the SEC on May 4, 2020 as Exhibit 2.1 to the Company’s Current Report on Form 8-K. Following completion of the SEC’s review process of the Registration Statement, a definitive proxy statement, which we refer to as the “HighPeak Proxy Statement,” will be mailed to stockholders as of a record date to be established for voting on the Business Combination. The Proxy Statement will contain important information regarding the Business Combination. The following description of the Business Combination is qualified in all respects by reference to the more detailed description in the HighPeak Proxy Statement.

On May 4, 2020, the Company, HighPeak Energy, MergerSub, the HPK Contributors and solely for the limited purposes specified therein, HPK Representative, entered into the Business Combination Agreement, pursuant to which, among other things and subject to the terms and conditions contained therein, (a) MergerSub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of HighPeak Energy, (b) each outstanding share of Class A Common Stock and Class B Common Stock of the Company will be converted into the right to receive one share of HighPeak Energy common stock (and cash in lieu of fractional shares, if any), other than certain shares held by Sponsor that will be forfeited pursuant to the terms of a sponsor support agreement prior to the merger, (c) the HPK Contributors will (i) contribute their limited partner interests in HPK LP to HighPeak Energy in exchange for HighPeak Energy common stock and the general partner interests in HPK LP to either HighPeak Energy or a wholly owned subsidiary of HighPeak Energy in exchange for no consideration, and (ii) directly or indirectly contribute the outstanding Sponsor Loans (as defined in the Business Combination Agreement) in exchange for HighPeak Energy common stock and such Sponsor Loans, if any, will be cancelled in connection with the closing of the Business Combination, and (d) following the consummation of the foregoing transactions, HighPeak Energy will cause HPK LP to merge with and into the surviving corporation (as successor to the Company) with all interests in HPK LP being cancelled in exchange for no consideration.

Unless waived by the applicable parties to the Business Combination Agreement, closing of the Business Combination is subject to a number of conditions, including, among others, (i) the expiration of the waiting period (or extension thereof) under the Hart-Scott Rodino Antitrust Improvement Act of 1976; (ii) the absence of specified adverse laws, injunctions or orders; (iii) the requisite approval by the Company’s stockholders, and the written consents of the Company, as the sole stockholder of HighPeak Energy, and by HighPeak Energy, as the sole stockholder of MergerSub (which written consents of the Company and HighPeak Energy were delivered within 24 hours of execution of the Business Combination Agreement); (iv) the completion of the offer by the Company to redeem shares of Class A Common Stock issued in its IPO for cash in accordance with the organizational documents of the Company and the terms of the Business Combination Agreement; (v) the Minimum Aggregate Funding Availability (as defined in the Business Combination Agreement) being not less than $100,000,000 and the Minimum Equity Capitalization (as defined in the Business Combination Agreement) being not less than $50,000,000; (vi) the representations and warranties of (a) the HPK Contributors, in the case of the Company, HighPeak Energy and MergerSub, and (b) the Company, HighPeak Energy and MergerSub, in the case of the HPK Contributors, being true and correct, subject to the materiality standards contained in the Business Combination Agreement; (vii) material compliance by (a) the HPK Contributors, in the case of the Company, HighPeak Energy and MergerSub, and (b) the Company, HighPeak Energy and MergerSub, in the case of the HPK Contributors with their respective covenants under the Business Combination Agreement; and (viii) delivery by the other parties of documents and other items required to be delivered by such parties at the closing of the Business Combination. Additionally, the HPK Contributors’ obligations to consummate the transactions contemplated by the Business Combination Agreement are also subject to the conditions that (a) the shares of HighPeak Energy common stock issuable to the HPK Contributors and as merger consideration pursuant to the Business Combination Agreement are approved for listing on the New York Stock Exchange or the Nasdaq Capital Market, subject only to official notice of issuance thereof and (b) the Company shall have transferred, or as of the closing of the Business Combination shall transfer, to HighPeak Energy certain cash (net of payments made in connection with stock redemptions and certain expenses).

You are not being asked to vote on the Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with the Extension, you will retain the right to vote on the Business Combination when it is submitted to stockholders and the right to redeem your public shares for cash from the Trust Account in the event the Business Combination is approved and completed or the Company has not consummated by the Extended Date.

THE SPECIAL MEETING

Date, Time, Place and Purpose of the Special Meeting

The special meeting will be held at 10:00 a.m., local time, on October 10, 2019Friday, May 15, 2020 at 421 W. 3^rd3rd Street, Suite 1000, Fort Worth, Texas 76102.

Stockholders are being asked to vote on the following proposals:

We intend to hold the special meeting in person. However, we are actively monitoring the coronavirus (COVID-19) pandemic. We are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold the special meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting if you owned Company Common Stock at the close of business on September 13, 2019,April 28 , 2020, the record date for the special meeting. You will have one vote per proposal for each share of Common Stock you owned at that time. The Company’s warrants do not carry voting rights.

At the close of business on the record date, there were 51,750,00045,966,199 outstanding shares of Company Common Stock entitled to vote, of which 10,350,000 were founder shares.

Votes Required

Approval of the Extension Amendment proposalProposal will require the affirmative vote of holders of at least a majority of the Company’s Common Stock outstanding on the record date. The election of directors is decided by a plurality of the votes of the Common Stock cast at the special meeting. The ratification of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2019 requires a majority of the votes of the Common Stock present in person or represented by proxy at the special meeting and entitled to vote thereon. The approval of the Adjournment Proposal requires a majority of the votes present in person or represented by proxy at the special meeting and entitled to vote thereon.

If you do not vote (i.e., you “abstain” from voting on a proposal), your action will have the same effect as an “AGAINST” vote other than with respect to the election of the Class A director, in which case, abstentions and “WITHHOLD” votes will have no effect.vote. Broker non-votes will have the same effect as “AGAINST” votes other than with respect to the election of the Class A director, in which case, broker non-votes will have no effect.votes.

If you do not want a proposal to be approved, you must abstain, not vote, or vote against the proposal. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.

Voting

You can vote your shares at the special meeting by proxy or in person.

You can vote by proxy by having one or more individuals who will be at the special meeting vote your shares for you. These individuals are called “proxies” and using them to cast your ballot at the special meeting is called voting “by proxy.”

If you wish to vote by proxy, you must (i) complete the enclosed form, called a “proxy card,” and mail it in the envelope provided or (ii) submit your proxy by telephone or over the Internet (if those options are available to you) in accordance with the instructions on the enclosed proxy card or voting instruction card.

If you complete the proxy card and mail it in the envelope provided or submit your proxy by telephone or over the Internet as described above, you will designate Jack D. Hightower and Steven W. Tholen to act as your proxy at the special meeting. One of them will then vote your shares at the special meeting in accordance with the instructions you have given them in the proxy card or voting instructions, as applicable, with respect to the proposals presented in this proxy statement. Proxies will extend to, and be voted at, any adjournment(s) of the special meeting.

Alternatively, you can vote your shares in person by attending the special meeting. You will be given a ballot at the special meeting.

A special note for those who plan to attend the special meeting and vote in person: if your shares are held in the name of a broker, bank or other nominee, you must bring a statement from your brokerage account or a letter from the person or entity in whose name the shares are registered indicating that you are the beneficial owner of those shares as of the record date. In addition, you will not be able to vote at the special meeting unless you obtain a legal proxy from the record holder of your shares.

Our Board is asking for your proxy. Giving our Board your proxy means you authorize it’s designees to vote your shares at the special meeting in the manner you direct. You may vote for or withhold your vote for the nominee or proposal or you may abstain from voting. All valid proxies received prior to the special meeting will be voted. All shares represented by a proxy will be voted, and where a stockholder specifies by means of the proxy a choice with respect to any matter to be acted upon, the shares will be voted in accordance with the specification so made. If no choice is indicated on the proxy, the shares will be voted “FOR” the Extension Amendment, “FOR” the election of each director nominee, “FOR” the ratification of the selection of WithumSmith+Brown, PC as our independent registered public accounting firm, “FOR” any adjournment of the special meeting to permit further solicitation and vote of proxies in connection with the approval of the Extension Amendment, and as the proxy holders may determine in their discretion with respect to any other matters that may properly come before the special meeting.

Individual stockholders who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow, at 800-662-5200 or PACQ.info@morrowsodali.com or by sending a letter to Morrow Sodali LLC, 470 West Avenue, 3^rd3rd Floor, Stamford, Connecticut 06902. Bankers and brokers who have questions or need assistance in completing or submitting their proxy cards should contact our proxy solicitor, Morrow, at 203-658-9400 or PACQ.info@morrowsodali.com or by sending a letter to Morrow Sodali LLC, 470 West Avenue, 3^rd3rd Floor, Stamford, Connecticut 06902.

Stockholders who hold their shares in “street name,” meaning the name of a broker or other nominee who is the record holder, must either direct the record holder of their shares to vote their shares or obtain a legal proxy from the record holder to vote their shares at the special meeting.

Revocability of Proxies

Any proxy may be revoked by the person giving it at any time before the polls close at the special meeting. A proxy may be revoked by filing with the Chief Financial Officer at Pure Acquisition Corp., 421 W. 3^rd3rd Street, Suite 1000, Fort Worth, Texas 76102 either a written notice of revocation bearing a date later than the date of such proxy or a subsequent proxy relating to the same shares or by attending the special meeting and voting in person.

Simply attending the special meeting will not constitute a revocation of your proxy. If your shares are held in the name of a broker or other nominee who is the record holder, you must follow the instructions of your broker or other nominee to revoke a previously given proxy.

Attendance at the Special Meeting

Only holders of Common Stock, their proxy holders and guests we may invite may attend the special meeting. If you wish to attend the special meeting in person but you hold your shares through someone else, such as a broker, you must bring proof of your ownership and identification with a photo at the special meeting. For example, you may bring an account statement showing that you beneficially owned shares of the Company as of the record date as acceptable proof of ownership. In addition, you must bring a legal proxy from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.

Solicitation of Proxies

Your proxy is being solicited by our Board on the proposals being presented to stockholders at the special meeting. The Company has agreed to pay Morrow a fee of $32,500.$25,000. The Company will reimburse Morrow for reasonable out-of-pocket expenses and will indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. You may contact Morrow at:

Morrow Sodali LLC

470 West Avenue, 3^rd3rd Floor

Stamford, Connecticut 06902
Individuals call: 800-662-5200

Banks and brokers call: 203-658-9400
Email: PACQ.info@morrowsodali.com

The cost of preparing, assembling, printing and mailing this proxy statement and the accompanying form of proxy, and the cost of soliciting proxies relating to the special meeting, will be borne by the Company.

Some banks and brokers have customers who beneficially own Common Stock listed of record in the names of nominees. We intend to request banks and brokers to solicit such customers and will reimburse them for their reasonable out-of-pocket expenses for such solicitations. If any additional solicitation of the holders of our outstanding Common Stock is deemed necessary, we (through our directors and officers) anticipate making such solicitation directly.

No Right of Appraisal

The Company stockholders do not have appraisal rights under the DGCL in connection with the proposals to be voted on at the special meeting. Accordingly, our stockholders have no right to dissent and obtain payment for their shares.

Other Business

We are not currently aware of any business to be acted upon at the special meeting other than the matters discussed in this proxy statement. The form of proxy accompanying this proxy statement confers discretionary authority upon the named proxy holders with respect to amendments or variations to the matters identified in the accompanying Notice of Special Meeting and with respect to any other matters which may properly come before the special meeting. If other matters do properly come before the special meeting, or at any adjournment(s) of the special meeting, we expect that the shares of Common Stock represented by properly submitted proxies will be voted by the proxy holders in accordance with the recommendations of our Board.

Principal Executive Offices

Our principal executive offices are located at 421 W. 3^rd3rd Street, Suite 1000, Fort Worth, Texas 76102. Our telephone number at such address is 817-850-9200.