Pure Acquisition Corp. - FORM 8-K - July 27, 2020

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EX-99.1 - EXHIBIT 99.1 - Pure Acquisition Corp.ex_195150.htm

 

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

 

 

 

FORM 8-K

 

 

CURRENT REPORT

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

 

Date of report (Date of earliest event reported): July 27, 2020

 

 

Pure Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

 

Delaware

001-38454

82-3424680

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

 

 

 

421 W. 3rd St., Suite 1000

Fort Worth, Texas 76102

(Address of principal executive offices)

(Zip code)

 

 

 

(817) 850-9200

Registrant’s telephone number, including area code

 

 

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each

exchange

on which registered

Class A Common Stock, par value $0.0001 per share

 

PACQ

 

NASDAQ

Warrants, each Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50

 

PACQW

 

NASDAQ

Units, each consisting of one share of Class A Common Stock and one-half of one Warrant

 

PACQU

 

NASDAQ

 

 

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

 

☒

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

 

☒

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

 

☐

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

 

☐

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

 

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

 

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

 

 

 
 

 

Item 7.01

Regulation FD Disclosure

 

On July 27, 2020, Pure Acquisition Corp. (the “Company”) issued a press release announcing the business combination merger consideration subject to the Company’s proposed business combination (the “business combination”) with HighPeak Energy, Inc. (“HighPeak Energy”) and certain affiliate parties thereto. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

Item 8.01

Other Events

 

To the extent required, the information included in Item 7.01 of this Current Report on Form 8-K is incorporated in this Item 8.01 by reference.

 

Item 9.01

Financial Statements and Exhibits

 

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

 

Exhibit

No.

 

Description of Exhibits

99.1

 

Press Release, dated July 27, 2020

 

2
 

 

SIGNATURE

 

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

 

 

Pure Acquisition Corp. 

  
       

Date: July 27, 2020 

By:

/s/ Steven W. Tholen

  
 

Name:

Steven W. Tholen 

  
 

Title: 

Chief Financial Officer 

  

 

 

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Pure Acquisition Corp. Reports