Attached files
file | filename |
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EX-10.11 - EX-10.11 - Pure Acquisition Corp. | d521166dex1011.htm |
EX-10.5 - EX-10.5 - Pure Acquisition Corp. | d521166dex105.htm |
EX-10.4 - EX-10.4 - Pure Acquisition Corp. | d521166dex104.htm |
EX-5.1 - EX-5.1 - Pure Acquisition Corp. | d521166dex51.htm |
EX-3.2 - EX-3.2 - Pure Acquisition Corp. | d521166dex32.htm |
EX-1.2 - EX-1.2 - Pure Acquisition Corp. | d521166dex12.htm |
EX-1.1 - EX-1.1 - Pure Acquisition Corp. | d521166dex11.htm |
As filed with the Securities and Exchange Commission on April 10, 2018
Registration No. 333-223845
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PURE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware | 6770 | 82-3434680 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification No.) |
c/o HighPeak Pure Acquisition, LLC
421 W. 3rd Street, Suite 1000
Fort Worth, Texas 76102
(817) 850-9203
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Jack D. Hightower
Chief Executive Officer
Pure Acquisition Corp.
c/o HighPeak Pure Acquisition, LLC
421 W. 3rd Street, Suite 1000
Fort Worth, Texas 76102
(817) 850-9203
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Joe Dannenmaier, Esq. Amy Curtis, Esq. Thompson & Knight LLP One Arts Plaza 1722 Routh Street, Suite 1500 Dallas, Texas 75201 Telephone: (214) 969-1700 Facsimile: (214) 969-1751 |
Alan I. Annex, Esq. Jason T. Simon, Esq. Greenberg Traurig, LLP Met Life Building 200 Park Avenue New York, NY 10166 Telephone: (212) 801-9200 Facsimile: (212) 801-6400 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ (Do not check if a smaller reporting company) | Smaller reporting company | ☐ | |||
Emerging Growth Company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this amendment is to file certain exhibits to the registration statement as indicated in Item 16(a) of Part II of this amendment. No change is made to the preliminary prospectus constituting Part I of the registration statement or Items 13, 14, 15, 16(b) or 17 of Part II of the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Item 16(a) of Part II and the signatures to the registration statement.
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits. The following exhibits are filed as part of this Registration Statement: |
* | Previously filed |
** | Filed herewith |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Fort Worth, Texas, on the 10th day of April, 2018.
PURE ACQUISITION CORP. | ||
By: | /s/ JACK HIGHTOWER | |
Name: | Jack Hightower | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Position | Date | ||
/s/ JACK HIGHTOWER |
Chief Executive Officer and Director | April 10, 2018 | ||
Jack Hightower | (Principal Executive Officer) | |||
/S/ STEVEN W. THOLEN |
Chief Financial Officer | April 10, 2018 | ||
Steven W. Tholen | (Principal Financial and Accounting Officer) | |||
/S/ RODNEY L. WOODARD |
Chief Operating Officer and Director | April 10, 2018 | ||
Rodney L. Woodard |