When and where is the special meeting?

The special meeting will be held on   ��                 , ,2020, at                      , Eastern Time, at                     .

What is being voted on at the special meeting?

Pure stockholders will vote on the following proposals at the special meeting:

The Business Combination Proposal— To consider and vote upon a proposal to approve and adopt the HPK Business Combination Agreement and the Grenadier Contribution Agreement and the transactions contemplated thereby (Proposal No. 1).

The Adjournment Proposal— To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal (Proposal No. 2).

What will happen in the business combination?

On November 27, 2019,May 4, 2020, Pure and HighPeak Energy entered into the HPK Business Combination Agreement, pursuant to which, among other things, and subject to the terms and conditions contained therein, HighPeak Energy has agreed to acquire the HighPeakTarget Assets. Under the terms of the HPK Business Combination Agreement, at the Closing of the business combination, (i) MergerSub will merge with and into Pure, with Pure surviving as a wholly owned subsidiary of HighPeak Energy, (ii) each outstanding share of Class A Common Stock and Class B Common Stock of Pure will be converted into the right to receive one share of HighPeak Energy common stock, other than certain shares held by Pure’s Sponsor that will be forfeited prior to the merger, (iii) the HPK Contributors will (A)(a) contribute their limited partner interests in HPK LP to HighPeak Energy in exchange for HighPeak Energy common stock for total consideration of 71,150,00075,000,000 shares of HighPeak Energy common stock (the “Unadjusted Shares”), subject to thecertain adjustments described in the section entitled “Proposal No. 1-The1—The Business Combination Proposal-The HPKProposal—The Business Combination Agreement” 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)(b) directly or indirectly contribute certain loans with respect to which Pure or HighPeak Energy is the obligor,outstanding Sponsor Loans in exchange for shares of HighPeak Energy common stock (iv) alland such Sponsor Loans, if any, will be cancelled in connection with the HPK Closing and (v)(iv) following the consummation of the foregoing transactions, contemplated by the Grenadier Contribution Agreement for total consideration of approximately $465 million in cash, 15,760,000 shares of HighPeak Energy common stock and 2,500,000 warrants to purchase HighPeak Energy common stock at the Closing, subject to adjustments described in the section entitled “Proposal No. 1-The Business Combination Proposal-The Grenadier Contribution Agreement”, HighPeak Energy will cause HPK LP to merge with and into Pure with all interests in HPK LP being cancelled for no consideration. As a result of the business combination and pursuant to the warrant agreement, Pure’s warrants will become warrants of HighPeak Energy exercisable for shares of HighPeak Energy common stock on the terms set forth therein.therein; provided, however, that all public warrants and private placement warrants held by Pure’s 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. For more detailed information abouton the HPK Business Combination Agreementconsideration to be given and the business combination, see the section entitled “Proposal No. 1—The Business Combination Proposal.” 

How were transaction structure and consideration in the business combination determined?

Following the IPO, representatives of Pure and the HighPeak Group contacted and were contacted by a number of individuals and entities, including Grenadier, with respect to business combination opportunities and engaged with several possible target businesses with respect to potential transactions. After a series of discussions, Grenadier advised representatives of Pure that it would not be pursuing a transaction with Pure in exchange for cash and shares of Pure Common Stock given the total proposed consideration and the timing and uncertainty of closing due to the requirement for Pure stockholder approval. Representatives of Pure and the HighPeak Group nevertheless concluded that Grenadier was an attractive investment opportunity irrespective of whether Pure ultimately participated in a business combination, so, to address Grenadier’s concerns, the parties began to instead discuss an all-cash acquisition of the Grenadier Assets by funds controlled by the HighPeak Group, rather than Pure. Given the complementary nature of HPK’sthe HighPeak Contributed Entities’ assets to those of Grenadier and the flexibility for HighPeak Assets II to assign its rights and obligations under the Grenadier Contribution Agreement or for the HPK Contributors to directly or indirectly contribute the counterparty, HighPeak Assets II, to Pure in connection with a future negotiated business combination, if so desired, the original Grenadier Purchase Agreement was signed by HighPeak Assets II and Grenadier on June 17, 2019, providing for an initial target closing date of August 19, 2019 with the ability to extend such closing dateClosing Date to the date that is 75seventy-five (75) days after the execution date. Thereafter, certain representatives of the HighPeak Group engaged in conversations with the independent directors serving on the Pure Board and discussed, among other things, a proposal to combine the HighPeak Assets and the Grenadier Assets in a business combination with Pure, where the HPK Contributors would receive equity interests in exchange for the HighPeak Assets and concurrently use Pure’s cash to consummate the Grenadier Closing. In exchange forThe Parties subsequently amended the releaseagreements to provide that Grenadier would agree to take a certain amount of $30.75 million deposit made by HighPeak Assets II from escrowconsideration in equity as opposed to Grenadier, as well as an additional non-refundable $30.75 million payment directly to Grenadier, Grenadier agreedcash and to extend the target closingoutside date underto a date after the Grenadier Contribution Agreement to January 22, 2020 to accommodate the proposed timing of the business combination.Extension Date, among other things.

What risks does HighPeak Energy face in light of the COVID-19 pandemicand the recent decline in commodity prices?

HighPeak Energy’s business may be materially adversely affected by the recent 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 a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors, vendors and service 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 a 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.

Why is Pure providing its stockholders with the opportunity to vote on the business combination?

As a result of the structure of the business combination as a merger of Pure with MergerSub, approval by Pure’s stockholders of the business combination is required under Delaware corporate law. In addition, under Pure’s Charter, Pure must provide all public stockholders with the opportunity to have their shares redeemed upon the consummation of an Initial Business Combination either in conjunction with a tender offer or in conjunction with a stockholder vote with respect to such Initial Business Combination. Pure has elected to provide its public stockholders with the opportunity to have their shares redeemed in connection with Pure’s required stockholder vote rather than a tender offer. Therefore, Pure is seeking to obtain the approval of its stockholders of the Business Combination Proposal, as required by Delaware corporate law, and are allowing public stockholders to effectuate redemptions of their public shares in connection with the Closing. Pure will not consummate the business combination unless the Business Combination Proposal is approved at the special meeting.

What conditions must be satisfied to complete the business combination?

There are a number of closing conditions for one or more parties in the Business Combination Agreements,Agreement, including, (i) with respect to the HPK Business Combination Agreement,among others, receipt of the requisite approval by the stockholders of Pure and the written consents of Pure, as the sole stockholder of HighPeak Energy, and of HighPeak Energy, as the sole stockholder of MergerSub (which written consents of Pure and HighPeak Energy were delivered within 24 hours after execution of the HPK Business Combination Agreement), the same-day consummation of the transactions contemplated by the Grenadier Contribution Agreement, there being at least $275$100 million of Available LiquidityMinimum Aggregate Funding Availability, which must include at least $50 million of Minimum Equity Capitalization (as such terms are defined in the HPK Business Combination Agreement), the closing of Pure’s offer, pursuant to this proxy statement/prospectus, to redeem shares of Class A Common Stock, material compliance of the parties with their covenants, to the extent the transactions contemplated thereby are not consummated prior to the Closing, the representations and warranties of the parties being true and correct, subject to the materiality standards contained in the HPK Business Combination Agreement, and the approved listing of certain shares of HighPeak Energy common stock and warrants on the NYSE or the Nasdaq, upon official notice of issuance, and (ii) with respect to the Grenadier Contribution Agreement, receipt of the requisite approval of the stockholders of Pure, there being at least $275 million of Available Liquidity (as defined in the Grenadier Contribution Agreement), Pure having at least $5,000,001 of net tangible assets remaining after the closing of Pure’s offer, pursuant to this proxy statement/prospectus, to redeem shares of Class A Common Stock, material compliance, or deemed material compliance, of the applicable party with its covenants and the representations and warranties of the parties being true and correct, subject to the materiality standards contained in the Grenadier Contribution Agreement and the cost of certain defects and other matters, the absence of certain amendments having been made to the HPK Business Combination Agreement or the Forward Purchase Agreement, the occurrence of the HPK Closing and the approved listing of certain shares of HighPeak Energy common stock on the NYSE or the Nasdaq, upon official notice of issuance. For more information regarding the conditions to the Closing of the business combination, including additional conditions, see the sectionssection entitled “Proposal No. 1—The Business Combination Proposal—The HPK Business Combination Agreement—Conditions to Closing of the HPK Business Combination Agreement” and “Proposal No. 1—The Business Combination Proposal—The Grenadier Contribution Agreement—Conditions to Closing of the Grenadier Contribution Agreement.”

How will HighPeak Energy be managed and governed following the business combination?

Following the consummation of the business combination, Jack Hightower will serve as Chief Executive Officer, Rodney L. Woodard will serve as Chief Operating Officer, Michael L. Hollis will serve as President and Steven W. Tholen will serve as Chief Financial Officer of HighPeak Energy. For more information, see the section entitled “Management After the Business Combination.” Immediately prior to the business combination, HighPeak Energy Management, LLC, which is owned by Mr. Hightower and certain other individuals, will sell HighPeak Employer to HPK LP, which, subject to certain limited conditions, will then be contributed to HighPeak Energy in the business combination. HighPeak Employer employs all of the personnel that provide services to the HighPeak Funds and their subsidiaries, including the HighPeak Contributed Entities. As a result, HighPeak Energy will be managed by the executive officers named above and employees who have historically provided services to the HighPeak Funds, including operating the HighPeakTarget Assets. In addition, following the Grenadier Closing, HighPeak Assets II has the option to enter into a Transition Services Agreement with Grenadier with respect to the Grenadier Assets that provides for services related to the operation of the Grenadier Assets by Grenadier. However, HighPeak Energy does not expect to utilize the services under the Transition Services Agreement and HighPeak Energy does not currently expect to retain any senior management of Grenadier.

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 HPK Business Combination Agreement, HighPeak Energy intends to enter into subscription agreements with certain qualified institutional buyers and accredited investors, pursuant to which, among other things, HighPeak Energy agreedwould agree to issue and sell, pursuant to the PIPE Investment, up to an aggregate of 20,000,00010,000,000 shares of HighPeak Energy common stock to such investors for anticipated aggregate gross proceeds of $200up to $100 million. For more information, see “Proposal No. 1—The Business Combination Proposal—Related Agreements—Subscription Agreements.”

What is the anticipated impact to HighPeak Energy of the Preferred Return incentives, to be offered to certain large investors?

As a result of the Large Investor Offer, Large Investors will be incentivized to hold their shares of HighPeak Energy common stock until at least the Preferred Return Date. This could result in reduced trading of HighPeak Energy’s common stock, resulting in an illiquid and non-active market that could lead to price volatility and inefficiency with respect to trading of HighPeak Energy’s common stock. Further, holders who are not Large Investors will not be entitled to the Preferred Return and downside protection afforded to Large Investors. As a result, the market price of HighPeak Energy common stock may not be indicative of the value of a share of HighPeak Energy common stock to a holder thereof that is not a Large Investor. For more information see “Risk Factors — As a result of the Large Investor Offer, the liquidity of the market for HighPeak Energy’s common stock may belimited and may impact the price of a share of HighPeak Energy common stock.”

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 the acquisition of the Grenadier Assets and its drilling program following the business combination?

Unless waived by the applicable parties to the HPK Business Combination Agreement, it is a condition to closingClosing under the HPK Business Combination Agreement that there is not less than $275$100 million of Available Liquidity. AsMinimum Aggregate Funding Availability, which must include not less than $50 million of Minimum Equity Capitalization (as such terms are defined in the HPK Business Combination Agreement, “Available Liquidity” means, as of the HPKAgreement). The Minimum Aggregate Funding Availability is measured at Closing (i)and includes the amount of funds contained in the Trust Account (net of any stockholder redemptions), (ii) plusthe net cash proceeds to any cash on-hand 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 of immediately prior toexcluding the Closing (without duplication of any cash included in clause (i) above or clauses (iii) or (iv) below), (iii) plus the amount of available debt financing (excluding any Sponsor Loans unless otherwise agreed by the parties), (iv) plusparties. The Minimum Equity Capitalization is also measured at Closing and includes the amount of funds contained in the Trust Account (net of any stockholder redemptions) plus the net cash proceeds attributable to the Forward Purchase Agreement, the PIPE Investment (up to $300 million) and any other issuance of Class A Common Stock prior to the HPK Closing, (v) minus the aggregate cash consideration to be paid to Grenadier at the Grenadier Closing pursuant to the Grenadier Contribution Agreement (the “Grenadier Closing Cash Payment”), (vi) minus certain transaction expenses of each of the HPK Contributors (including their respective affiliates), HighPeak Energy, MergerSub and Pure and (vii) plus the amount of any and all capital expenditures and other amounts paid by or on behalf of the HighPeak Entities with respect to their respective assets, and Grenadier, with respect to the Grenadier Assets, in each case, from and after January 1, 2020 through the HPK Closing.

What equity stake will current Pure stockholders, the HighPeak Group Grenadier and the PIPE Investors hold in HighPeak Energy following the consummation of the business combination?

It is anticipated that,The following table presents the share ownership of various holders of HighPeak Energy upon completionthe Closing of the business combination and based on the assumptions set forth below the ownership of HighPeak Energy will beand otherwise assuming three (3) redemption scenarios as follows:

Will my rights as a stockholder of HighPeak Energy be different from my rights as a stockholder of Pure?

Yes, there are certain material differences between your rights as a stockholder of Pure and your rights as a stockholder of HighPeak Energy. You are urged to read the sections entitled “Description of HighPeak Energy Securities” and “Comparison of Rights of Stockholders of Pure and HighPeak Energy.”

Does the Pure Board, including the independent members thereof, recommend that Pure’sPure’s stockholders approve the business combination and the related Proposals?

Yes. The Pure Board, upon the unanimous recommendation (with one abstention) of the Pure Special Committee, which consists of three independent members of the Pure Board, recommends that Pure stockholders vote “FOR” each of the Proposals. When you consider the recommendation of the Pure Board in favor of each of the Proposals, you should keep in mind that Jack Hightower and Rodney Woodard, each a member of the Pure Board and executive officers of Pure, both abstained from approving the Proposals and that certain of Pure’s directors and officers have interests in the business combination that may conflict with your interests as a Pure stockholder.stockholder and that Gregory Colvin, a member of the Pure Board, abstained from voting with respect to the Proposals for personal reasons. Please see the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

Did the Pure Special Committee or Pure Board obtain a fairness opinion in determining whether or not to proceed with the business combination?

No. Neither the Pure Special Committee nor the Pure Board received a fairness opinion from an independent financial advisor or accounting firm before their respective approval of the business combination. See the sections entitled “Proposal No. 1—The Business Combination Proposal—Background of the Business Combination” and “Proposal No. 1—The Business Combination Proposal—The Pure Board’s Reasons for the Approval of the Business Combination.”

What happens if I sell my shares of Class A Common Stock before the special meeting?

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Class A Common Stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Class A Common Stock because you will no longer be able to deliver them for cancellation upon consummation of the business combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your shares of Class A Common Stock prior to the record date, you will have no right to vote those shares at the special meeting or seek redemption of those shares.

How has the announcement of the business combination affected the trading price of Pure units, Class A Common Stock and warrants?

Following the business combination, will HighPeak Energy’sEnergy’s securities trade on a stock exchange?

HighPeak Energy anticipates that upon the Closing, HighPeak Energy will apply to list its common stock andfor trading on the Nasdaq under the ticker symbol “HPK.” HighPeak Energy does not intend to list its warrants for trading on the NYSE under the ticker symbols “HPK” and “HPKWS,” respectively.Nasdaq or any other national securities exchange. Additionally, in connection with the business combination, Pure’s Common Stock, units and warrants will be delisted from the Nasdaq, deregistered under the Exchange Act and cease to be publicly traded.

What vote is required to approve the Proposals presented at the special meeting?

The approval of the Business Combination Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock represented in person or by proxy and entitled to vote thereon, voting as a single class, but the Adjournment Proposal requires only the affirmative vote of a majority of the holders of the outstanding shares of Class A Common Stock and Class B Common Stock represented in person or by proxy and entitled to vote thereon, voting as a single class, and actually cast at the special meeting.

May Pure’sPure’s Sponsor, directors, officers, advisors or their affiliates purchase shares in connection with the business combination?

In connection with the stockholder vote to approve the proposed business combination, Pure’s Sponsor, directors, officers, advisors or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of the Initial Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that the seller, although still the record holder of Pure’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Pure’s Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the selling stockholder’s per share pro rata portion of the Trust Account. Further, if HPEP I assigns any of its rights under the Forward Purchase Agreement to one or more of its affiliates pursuant to the Forward Purchase Agreement Amendment, such affiliates, collectively with all purchasers under the Forward Purchase Agreement Amendment, HPEP II and HPEP IIIwill have committedthe right, but not the obligation, to purchase, an aggregatein connection with the Closing, 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 sharesforward purchase units, with each forward purchase unit consisting of one share of HighPeak Energy common stock and 5,000,000one-half of one whole warrant, which whole warrant is exercisable for HighPeak Energy common stock. The purchasers have no obligation to purchase any forward purchase warrantsunits in connection with the consummation ofbusiness combination and may unilaterally terminate the Forward Purchase Agreement prior to the business combination.

How many votes do I have at the special meeting?

Pure’s stockholders are entitled to one vote at the special meeting for each share of Class A Common Stock or Class B Common Stock held of record as of , 2019,2020, the record date for the special meeting. As of the close of business on the record date, there were 37,806,000           outstanding shares of Class A Common Stock, which are held by public stockholders, and 10,350,000 outstanding shares of Class B Common Stock, of which 10,206,000 shares are held by Pure’s Sponsor and 48,000 shares are held by each of Pure’s independent directors. Under a letter agreement entered into at the IPO, Sponsor and Pure’s independent directors have agreed to vote their founder shares “FOR” the business combination.

What constitutes a quorum at the special meeting?

A quorum of Pure 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 attend the special meeting in person. 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.

How will Pure’sPure’s Sponsor, directors and officers vote?

Pure expects that its Sponsor, officers and directors will vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of the Proposals. In fact, under a letter agreement entered into at the IPO, Sponsor and Pure’s independent directors have agreed to vote their founder shares “FOR” the business combination. Currently, Pure’s Sponsor and independent directors own all outstanding shares of Class B Common Stock and collectively own approximately 21.5%22.5% of Pure’s aggregate outstanding Class A Common Stock and Class B Common Stock.

What interests do Pure’sPure’s Sponsor and its current officers and directors have in the business combination?

In considering the recommendation of the Pure Board to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, Pure’s Sponsor and certain of Pure’s directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders. Pure’s directors, including the members of the Pure Special Committee, were aware of and considered these interests in evaluating the business combination and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include:

the fact that Pure’s Sponsor is offering Large Investors the Preferred Return and will deliver the Escrow Shares at Closing;

the fact that the HPK Contributors and parties to the Business Combination Agreement are affiliates of Pure’s Sponsor and ultimately controlled by Jack Hightower, and Pure’s Sponsor and its affiliates, including the HPK Contributors, are expected to collectively own approximately 69.45% to 88.86% of HighPeak Energy following the Closing of the business combination, based on an assumed range of 10,000,000 to 35,616,199 shares of HighPeak Energy owned by parties other than Sponsor and its affiliates as of Closing;

the fact that Pure’s Sponsor, officers and directors will lose their entire investment in Pure and that the private placement warrants held by Pure’s Sponsor would expire worthless if an Initial Business Combination is not completed;

the fact that Pure’s Sponsor, officers and directors have agreed not to require Pure to redeem any of the shares of Class A Common Stock held by them in connection with a stockholder vote to approve the business combination;

the fact that Pure’s Sponsor paid an aggregate of $25,000 for its founder shares, which if unrestricted and freely tradable would be valued at approximately $98,056,000$50,890,880 based on the closing price of Pure’s Class A Common Stock on November 26, 2019;May 8, 2020, taking into account the forfeiture of certain founder shares pursuant to the Sponsor Support Agreement;

if the Trust Account is liquidated, including in the event Pure is unable to complete an Initial Business Combination within the required time period, Pure’s Sponsor has agreed to indemnify Pure to ensure that the proceeds in the Trust Account are not reduced below $10 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Pure has entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

the fact that Pure’s Sponsor has agreed to loan, or cause an affiliate to loan, Pure or one of Pure’s subsidiaries, (i) an amount equal to $0.033 for each share of Class A Common Stock issued in the IPO that was not redeemed in connection with the stockholder vote to approve the extension of the date by which Pure has to consummate a business combinationFirst Extension and Second Extension for each month (commencing on October 17, 2019 and on the 17th day of each subsequent calendar month) Pure needs to complete an Initial Business Combination from October 17, 2019 until FebruaryMay 21, 2020, (ii) $200,000 for each month (commencing on May 21, 2020 and (ii) such other amounts as Pure may agree uponon the 21st day of each subsequent calendar month) from May 21, 2020 until August 21, 2020 in connection with the HPK Contributors,stockholder vote to approve the HighPeak Contributed Entities or another affiliate of Pure’s Sponsor (theThird Extension; provided however that in no event will such monthly loan amount described in this clause (ii) exceed $200,000 per month (such loans described in clauses (i) and (ii), collectively, the “Sponsor Loans”).Sponsor Extension Loans) and (iii) such other amounts as Pure and HighPeak Energy may agree upon with any HPK Contributor, any HighPeak Contributed Entity or another affiliate of Pure’s Sponsor intend(provided that all Sponsor Loans will be cancelled in connection with the HPK Closing;case of obtaining approval of Pure of any such other amounts in excess of $5,000,000 in the aggregate, the Pure Special Committee shall approve in writing such amounts);

the fact that HPEP II intends to commencecommenced a warrant tender offer to purchase Pure’s outstanding public warrants, held by persons other than HPEP II, for $1.00 per public warrant (exclusive of commissions) in cash promptly following the announcement of the business combination;on May 8, 2020;

the fact that holders of public warrants not purchased by HPEP II in connection with the public warrant tender offer will have $1.00 in cash distributed to them per public warrant from an amount placed in escrow by Sponsor at the time of the IPO in connection with the redemption of Pure’s public shares that will occur if Pure is unable to consummate a business combination;

the fact that Jack Hightower will serve as Chief Executive Officer and Chairman of the HighPeak Energy Board, Steven W. Tholen will serve as Chief Financial Officer, Michael L. Hollis will serve as President and Rodney L. Woodard will serve as Chief Operating Officer of HighPeak Energy following the business combination;

the fact that the HPK Contributors are affiliates of Pure’s Sponsor and ultimately controlled by Jack Hightower, and Pure’s Sponsor and its affiliates, including the HPK Contributors, are expected to collectively own 89,856,000 shares of HighPeak Energy common stock, or approximately 52%, after the Closing;

the right of the HighPeakPrincipal Stockholder Group, pursuant to the Stockholders’ Agreement, to appoint a specified number of directors to the HighPeak Energy Board until the termination of the Stockholders’ Agreement;

the fact that each of Pure’s independent directors owns 48,000 founder shares that were purchased from Pure’s Sponsor at $0.002 per share, which if unrestricted and freely tradeable would be valued at approximately $494,000$503,040 based on the closing price of Pure’s Class A Common Stock on November 25, 2019;May 8, 2020;

the fact that neithernone of Pure’s officers or directors may participate in the formation of, or become a director or officer of, any other blank check company until Pure has entered into a definitive agreement regarding an Initial Business Combination or fails to complete an Initial Business Combination by FebruaryAugust 21, 2020;

the fact that at the Closing, Pure’s Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on Pure’s behalf, such as identifying, investigating and consummating an Initial Business Combination and that affiliates of Pure’s Sponsor will be reimbursed for certain of their own transaction expenses pursuant to the HPK Closing;Closing. However, if Pure fails to consummate the business combination, they will not have any claim against the Trust Account for reimbursement and Pure will most likely not be able to reimburse these expenses if a business combination is not completed. As of April 30, 2020, the Sponsor, and Pure’s officers and directors, and their affiliates had incurred approximately $135,000 in reimbursable expenses, and they may incur additional expenses in the future;

the fact that Jack Hightower and other members of Pure’s management team hold interests in HPK LP, and acquired the oil and gas interests owned by HighPeak Assets I and HighPeak Assets II at an aggregate cost that is less than the valuation of the same assets in the HPK Business Combination Agreement;

the fact that Pure is a party to a registration rights agreement with Pure’s Sponsor and certain of its directors, which provides for registration rights to such parties, and HighPeak Energy will enter into a new registration rights agreement with Grenadier, the HighPeakPrincipal Stockholder Group and certain of HighPeak Energy’s directors in connection with the business combination.

What are the relationships between Pure and Sponsor and its affiliates and HPK?affiliates?

Sponsor owns 10,206,000 shares of Class B Common Stock and private placement warrants to purchase 10,280,000 shares of Class A Common Stock for $11.50 per share. In connection with the HPK Business Combination Agreement, each outstanding share of Class A Common Stock and Class B Common Stock (other than 760,0005,350,000 shares of Class B Common Stock owned by Sponsor that will be forfeited) will be converted into the right to receive one share of HighPeak Energy common stock and, pursuant to the warrant agreement, each outstanding public warrant and private placement warrant held immediately prior to the closingClosing of the business combination (other than the public warrants and private placement warrants held by Pure’s Sponsor or HPEP II immediately prior to the merger effective time which will be forfeited) will entitle the holder thereof to purchase one share of HighPeak Energy common stock. The sole member of Sponsor is HPEP I. The general partner of HPEP I is HighPeak Energy Partners GP, LP, whose general partner is HighPeak GP, LLC (“HP GP I”). Mr. Hightower has the right to appoint all of the managers to the board of managers of HP GP I and is one of three managers of HP GP I. Mr. Hightower has the number of votes necessary to constitute a majority of the total number of votes held by all of the managers of HP GP I at any given time, which acts by majority vote. In addition to approval by HP GP I, certain items require approval of the limited partner advisory committee.

What happens if I vote against the Business Combination Proposal?

If the Business Combination Proposal is not approved and Pure does not otherwise consummate an alternative business combination by FebruaryAugust 21, 2020, under its Charter, Pure will be required to (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem shares held by public stockholders, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including Sponsor Extension Loans and interest earned on the funds in the Trust Account and not previously released to Pure to fund working capital requirements and/or to pay taxes (less up to $50,000 of interest to pay dissolution expenses) divided by the number of then-outstanding shares held by public stockholders, 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 the remaining stockholders and the Pure Board, dissolve and liquidate, the Trust Account by returning the then-remaining fundssubject in such accounteach case to Pure’s public stockholders. In addition, Pure’s Sponsor has agreedobligations under Delaware law to loan, or cause an affiliate to loan, Pure or oneprovide for claims of Pure’s subsidiaries, an amount equal to $0.033 for each sharecreditors and the requirements of Class A Common Stock issued in the IPO that was not redeemed in connection with the stockholder vote to approve the Extension for each month (commencing on October 17, 2019 and on the 17th day of each subsequent calendar month) that is needed by us to complete the Initial Business Combination from October 17, 2019 until the Extended Date (the “Sponsor Extension Loans”).  For example, if Pure completes a business combination on January 17, 2020, Pure’s Sponsor would make aggregate Sponsor Extension Loans of approximately $3.7 million (accounting for the 37,806,000 shares of Class A Common Stock outstanding after share redemptions in connection with the Extension). Accordingly, if Pure completes a business combination on January 17, 2020, then the redemption amount per public share as of January 17, 2020 would be approximately $10.36 per public share, in comparison to the redemption amount as of November 18, 2019 of approximately $10.33 per public share.other applicable law.

Do I have redemption rights?

If you are a holder of Class A Common Stock, you may elect to require that Pure redeem all or a portion of your public shares upon the completion of Pure’s Initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, which will be inclusive of an amount equal to the Sponsor Extension Loans and interest earned on the funds held in the Trust Account and not previously released to pay franchise and income taxes, divided by the number of then-outstanding public shares, subject to the limitations described herein. Pure’s Charter provides that in no event will Pure redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. Unlike some other blank check companies, Pure has no specified maximum redemption threshold and there is no other limit on the amount of public shares for which you can require redemption. Pure’s Sponsor, directorsHowever, unless waived by the applicable parties to the Business Combination Agreement, it is a condition to Closing under the Business Combination Agreement that HighPeak Energy is required to have 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 officers have agreed to waive their redemption rights with respect to any sharesincludes the amount of Pure’s capital stock they may hold in connection with the consummation of the business combination, and the founder shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on the fair value of marketable securities heldfunds contained in the Trust Account as(net of November 18, 2019 of approximately $390.5 million,any stockholder redemptions), the estimated per share redemption price would have been approximately $10.33. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such shares will only be entitlednet cash proceeds to a pro rata portionany of the Trust AccountParent 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, excluding the Sponsor Extension Loans unless otherwise agreed by the parties. The Minimum Equity Capitalization is also measured at Closing and interest earned onincludes the amount of funds heldcontained in the Trust Account (net of any stockholder redemptions) and not previously releasedthe net cash proceeds to Pureany Parent Party resulting from the PIPE Investment. We estimate that the maximum number of shares that may be redeemed and still permit us to fund its working capital requirements)meet the Minimum Aggregate Funding Availability and Minimum Equity Capitalization closing conditions under the Business Combination Agreement is approximately 25,616,199 shares of Class A Common Stock, resulting in connection with the liquidationan aggregate payment of approximately $269 million out of the Trust Account or if Pure subsequently completes a different business combination on or prior to FebruaryAccount. See discussion of the “Maximum Redemption Scenario” in the section entitled “Unaudited Pro Forma Condensed Combined Consolidated Financial Information of HighPeak Energy.”

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your shares of Class A Common Stock for or against or abstain on the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the business combination can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders and less cash.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must (i) if you hold public units, separate the underlying public shares and public warrants and (ii) prior to                     , Eastern Time, on                      , ,2020, tender your shares physically or electronically and submit a request in writing that Pure redeem your public shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:

What are the U.S. federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences of the redemption depend on a holder’s particular facts and circumstances. See the section entitled “Proposal No. 1—The Business Combination Proposal—Certain U.S. Federal Income Tax Considerations.” You are urged to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Are there any other material U.S. federal income tax consequences to holders of Pure Common Stock and holders of Pure warrants that are expected to result from the business combination?

It is intended that the business combination qualify as a tax-deferred transaction, and, as a result, holders of Pure Common Stock generally should not recognize gain or loss for U.S. federal income tax purposes as a result of the exchange of their Pure Common Stock for HighPeak Energy common stock. Although the matter is not free from doubt, a holder of Pure warrants may recognize gain with respect to its Pure warrants as a result of the business combination. See section entitled “Proposal No. 1—The Business Combination Proposal—Certain U.S. Federal Income Tax Considerations.” You are strongly urged to consult with a tax advisor to determine the particular U.S. federal, state, local or foreign income or other tax consequences of the business combination to you.

If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

No. The holders of Pure’s warrants have no rights to require redemption of their Pure warrants. However, on May 8, 2020, pursuant to Pure’s Sponsor has committed to offer or cause an affiliate toSponsor’s obligation under a certain letter agreement entered into in connection with the IPO, HPEP II, launched a warrant tender offer to purchase, at $1.00 in cash per public warrant, (exclusive of commissions), thePure’s outstanding public warrants. Suchwarrants held by persons other than HPEP II. The warrant tender offer will commence promptly after the filing of this proxy statement/prospectus and is not conditioned upon any minimum number of public warrants being tendered and will be completed in connection with the business combination.expire on July 31, 2020, unless extended by HPEP II.

Do I have appraisal rights if I object to the proposed business combination?

No. There are no appraisal rights available to holders of Class A Common Stock or Class B Common Stock in connection with the business combination.

What happens to the funds deposited in the Trust Account after consummation of the business combination?

Pure intends to use a portion of the funds held in the Trust Account to pay (i) certain transaction expenses of Pure, HighPeak Energy and the HPK Contributors and its affiliates, (ii) tax obligations and (iii) the redemption price of any public shares tendered to Pure for redemption. The remaining balance in the Trust Account will be contributedtransferred to HighPeak Energy and/or its subsidiaries in connection with the business combination. These remaining funds, together with the proceeds from the PIPE Investment and the Forward Purchase Agreement, cash contributed by HPK,if any, cash in the HighPeak Contributed Entities and other cash contemplated in connection with the business combination, including any available debt proceeds under an RBL Facility or otherwise, will be used by HighPeak Energy to fund costs, fees and expenses (including the acquisitionfees and expenses payable pursuant to the Business Combination Marketing Agreement) associated with the business combination (including such transaction expenses of the Grenadier Assets by HighPeak Assets IIHPK Contributors and their affiliates pursuant to fund the Business Combination Agreement) and for working capital budget of HighPeak Energy.and general corporate purposes. See the sectionssection entitled “Proposal No. 1—The Business Combination Proposal” for additional information.

What happens if the business combination is not consummated or is terminated?

There are certain circumstances under which the Business Combination AgreementsAgreement may be terminated. See the sectionssection entitled “Proposal No. 1—The Business Combination Proposal—The HPK Business Combination Agreement—Termination Rights” and “Proposal No. 1—The Business Combination Proposal—The Grenadier Contribution Agreement—Termination Rights” for additional information regarding the parties’ specific termination rights. In accordance with Pure’s Charter, if an Initial Business Combination is not consummated by FebruaryAugust 21, 2020, Pure will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem shares held by public stockholders, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including Sponsor Extension Loans and interest earned on the funds in the Trust Account and not previously released to Pure to fund working capital requirements and/or to pay taxes (less up to $50,000 of interest to pay dissolution expenses) divided by the number of then-outstanding shares held by public stockholders, 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 the remaining stockholders and the Pure Board, dissolve and liquidate, subject in each case to Pure’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

When is the business combination expected to be consummated?

It is currently anticipated that the business combination will be consummated promptly following the special meeting to be held on          , ,2020, provided that all the requisite stockholder approvals are obtained and other conditions to the consummation of the business combination have been satisfied or waived. For information regarding the conditions to the closingClosing of the business combination, see the sectionssection entitled “Proposal No. 1—The Business Combination Proposal—The HPK Business Combination Agreement—Conditions to Closing of the HPK Business Combination Agreement” and “Proposal No. 1—The Business Combination Proposal—The Grenadier Contribution Agreement—Conditions to Closing of the Grenadier Contribution Agreement.”

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes, and to consider how the business combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote?

If you were a holder of record of Class A Common Stock or Class B Common Stock on          , 2019,2020, the record date for the special meeting, you may vote with respect to the Proposals in person at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your bank, broker or other nominee to ensure that votes related to the shares you beneficially own are properly counted. You must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

What will happen if I abstain from voting or fail to vote at the special meeting?

At the special meeting, Pure will count (i) a properly executed proxy marked “ABSTAIN” with respect to a particular proposal and (ii) a person that attends the special meeting in person but does not vote as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have the effect of a vote “AGAINST” the Business Combination Proposal, but will have no effect on the Adjournment Proposal. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have the effect of a vote “AGAINST” the Business Combination Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal.

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

Signed and dated proxies received by Pure without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders.

If I am not going to attend the special meeting in person, should I submit my proxy card instead?

Yes. Whether you plan to attend the special meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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

No. Under the rules of various national and regional securities exchanges, your banks, brokers or other nominees cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Pure believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

May I change my vote after I have submitted my executed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card at the address listed below so that it is received by Pure’s Chief Financial Officer prior to the special meeting or by attending the special meeting in person and voting at the special meeting. You also may revoke your proxy by sending a notice of revocation to Pure’s Chief Financial Officer, which must be received prior to the special meeting.

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/prospectus and multiple proxy cards or voting instruction cards. 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. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to ensure that your vote is cast with respect to all of your shares.

Who can help answer my questions?

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

Who will solicit and pay the cost of soliciting proxies?

Pure will pay the cost of soliciting proxies for the special meeting. Pure has engaged Morrow Sodali LLC (“Morrow Sodali”) to assist in the solicitation of proxies for the special meeting. Pure has agreed to pay Morrow Sodali a fee of $32,500, plus disbursements. Pure will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. Pure will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Class A Common Stock and Class B Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Class A Common Stock and Class B Common Stock and in obtaining voting instructions from those owners. Pure’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.