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): April 24, 2020

421 W. 3rd St., Suite 1000

Fort Worth, Texas 76102

(Address of principal executive offices)

(zip code)

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

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:

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 1.01 Entry into a Material Definitive Agreement.

The information set forth in Item 1.02 below is hereby incorporated by reference into this Item 1.01.

Item 1.02 Termination of a Material Definitive Agreement

As previously disclosed, on November 27, 2019, Pure Acquisition Corp. (the “Company”) entered into (i) a Business Combination Agreement (the “HPK Business Combination Agreement”) with HighPeak Energy, Inc. (“HighPeak Energy”), a wholly owned subsidiary of the Company formed to effect a business combination, Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HighPeak Energy, certain affiliates of the Company’s sponsor, including, HighPeak Energy, LP, a Delaware limited partnership, HighPeak Energy II, LP, a Delaware limited partnership, HighPeak Energy III, LP, a Delaware limited partnership, HPK Energy, LLC, a Delaware limited liability company and the general partner of HPK Energy, LP, a Delaware limited partnership (“HPK”), and solely for the limited purposes specified therein, HighPeak Energy Management, LLC, a Delaware limited liability company, and (ii) a Contribution Agreement (the “Grenadier Contribution Agreement” and, together with the HPK Business Combination Agreement, the “Business Combination Agreements”) with HighPeak Energy, Grenadier Energy Partners II, LLC and HighPeak Energy Assets II, LLC, a Delaware limited liability company and wholly owned subsidiary of HPK.

On April 24, 2020, (i) the Company and the other parties to the HPK Business Combination Agreement mutually agreed to terminate the HPK Business Combination Agreement and (ii) the Company and the other parties to the Grenadier Contribution Agreement mutually agreed to terminate the Grenadier Contribution Agreement, in each case, as a result of current market uncertainty. The termination of each of the Business Combination Agreements is effective as of April 24, 2020.

Item 7.01 Regulation FD Disclosure

The information set forth in Item 1.02 above is hereby incorporated by reference into this Item 7.01.

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.

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