Current Report Filing (8-k)
2020年7月27日 - 9:05PM
Edgar (US Regulatory)
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
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001-38454
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82-3424680
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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421 W. 3rd St., Suite 1000
Fort Worth, Texas 76102
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(Address of principal executive offices)
(Zip code)
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(817) 850-9200
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Registrant’s telephone number, including area code
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each
exchange
on which registered
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Class A Common Stock, par value $0.0001 per share
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PACQ
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NASDAQ
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Warrants, each Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
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PACQW
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NASDAQ
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Units, each consisting of one share of Class A Common Stock and one-half of one Warrant
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PACQU
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NASDAQ
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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:
☒
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☒
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Regulation FD Disclosure
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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.
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
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Financial Statements and Exhibits
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(d) Exhibits. The following exhibits are filed with this Form 8-K:
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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Pure Acquisition Corp.
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Date: July 27, 2020
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By:
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/s/ Steven W. Tholen
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Name:
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Steven W. Tholen
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Title:
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Chief Financial Officer
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3
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