XML 20 R8.htm IDEA: XBRL DOCUMENT v3.10.0.1
Note 1 - Description of Organization and Business Operations
12 Months Ended
Dec. 31, 2018
Notes to Financial Statements  
Business Description and Basis of Presentation [Text Block]
Note
1
- Description of Organization and Business Operations
 
Pure Acquisition Corp. (the "Company'', "we", "us" or "our") was incorporated in Delaware on
November 13, 2017
as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with
one
or more businesses or entities (a “Business Combination”). The Company intends to focus the Company’s search for target businesses in the energy industry with an emphasis on opportunities in the upstream oil and gas industry in North America where the Company’s management team’s networks and experience are suited although the Company’s efforts to identify a prospective target business will
not
be limited to a particular industry or geographic region.
 
At
December 31, 2018,
the Company had
not
yet commenced operations. All activity from
November 13, 2017 (
Inception) through
December 31, 2018
relates to the Company's formation and the public offering described below and the identification and evaluation of prospective acquisition targets for a Business Combination. The Company will
not
generate any operating revenues until after completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the public offering. The Company has selected
December 31
as its fiscal year-end. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.
 
On
April 17, 2018 (
the “IPO Closing Date”), the Company consummated its initial public offering (“Public Offering”) of
41,400,000
units, representing a complete exercise of the over-allotment option, at a purchase price of
$10.00
per unit as discussed in Note
3.
Each unit consists of
one
share of Class A common stock and
one
half of
one
warrant (a "Unit"). Each whole warrant entitles the holder to purchase
one
share of Class A common stock at a price of
$11.50
(a “Warrant”). Each Warrant will become exercisable on the later of
30
days after the completion of an initial Business Combination or
12
months from the IPO Closing Date and will expire on the
fifth
anniversary of the Company’s completion of an initial Business Combination, or earlier upon redemption or liquidation.
 
On the IPO Closing Date, HighPeak Pure Acquisition, LLC ("HighPeak" and the "Sponsor") purchased from us an aggregate of
10,280,000
private placement warrants at
$1.00
per private placement warrant (for a total purchase price of
$10,280,000
) in a private placement (the “Private Placement Warrants”) that occurred simultaneously with the consummation of the Public Offering.
 
The Company intends to finance its initial Business Combination with proceeds from the Public Offering and the
$10,280,000
private placement (Note
3
). Upon the closing of the Public Offering and the private placement,
$414,000,000
was placed in a trust account (“Trust Account”). The proceeds held in the Trust Account will be invested only in U.S. government treasury bills with a maturity of
one hundred eighty
(
180
) days or less or in money market funds that meet certain conditions under Rule
2a
-
7
under the Investment Act of
1940
and invest only in direct U.S. government obligations.
 
The Company's management has broad discretion with respect to the specific application of the net proceeds of the Public Offering although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is
no
assurance the Company will be able to complete a Business Combination successfully. Management placed
$10.00
per Unit sold in the Public Offering into the Trust Account to be held until the earlier of (i) the consummation of its initial Business Combination or (ii) the Company's failure to consummate a Business Combination within
18
months from the IPO Closing Date. Placing funds in the Trust Account
may
not
protect those funds from
third
party claims against the Company. Although the Company will use its reasonable best efforts to have all vendors, service providers, prospective target businesses or other entities it engages (other than the Company’s independent auditors), execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is
no
guarantee such persons will execute such agreements. Additionally, the interest earned on the Trust Account balance
may
be released to the Company for any amounts necessary to pay (i) the Company's income and other tax obligations, (ii) payment of
$10,000
per month to the Company’s Sponsor or
one
of its affiliates, for up to
18
months, for office space, utilities and secretarial and administrative support commencing on
April 13, 2018,
the date of listing of the Company's securities on the Nasdaq, and (iii) the Company's liquidation expenses if the Company is unable to consummate a Business Combination within the required time period (up to a maximum of
$50,000
).
 
Cash proceeds from the Public Offering and the private placement remaining outside the Trust Account are available to pay prospective acquisition business, technical, legal and accounting due diligence, continuing general and administrative expenses and for working capital purposes. To meet additional working capital needs, the Company's Sponsor or its affiliates
may,
but are
not
obligated to, loan the Company funds as
may
be required. The loans would either be paid upon consummation of the Company's initial Business Combination, or, at the lender's discretion, up to
$1,500,000
of such loans
may
be converted upon consummation of the Company's Business Combination into Private Placement Warrants at a price of
$1.00
per Private Placement Warrant. If the Company does
not
complete a Business Combination, the loans would be repaid only with funds held outside of the Trust Account.
 
Initial Business Combination
 
Pursuant to the Nasdaq Capital Markets (the “Nasdaq”) listing rules, the Company's initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to
80%
of the balance in the Trust Account, net of taxes payable, at the time of the execution of a definitive agreement for such Business Combination, although this
may
entail simultaneous acquisitions of several target businesses. The fair market value of the target will be determined by the Company's board of directors based upon
one
or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow, proved oil and gas reserves, oil and gas production, oil and gas lease acreage and/or book value). The target business or businesses the Company acquires
may
have a collective fair market value substantially in excess of
80%
of the Trust Account balance. To consummate such a Business Combination, the Company
may
issue a significant amount of its debt or equity securities to the sellers of such business and/or seek to raise additional funds through a private offering of debt or equity securities. If the Company's securities are
not
listed on Nasdaq at the time of the initial Business Combination, the Company would
not
be required to satisfy the
80%
requirement. However, the Company intends to satisfy the
80%
requirement even if the Company's securities are
not
listed on Nasdaq at the time of the initial Business Combination.
 
The Company will provide the public stockholders, who are the holders of the Class A common stock ("Public Shares") sold as part of the Units in the Public Offering, whether purchased in the Public Offering or in the aftermarket and the Company's stockholders prior to the Public Offering to the extent they purchase such Public Shares ("Public Stockholders"), with an opportunity to redeem all or a portion of their Public Shares of the Company's Class A common stock, irrespective of whether they vote for or against the proposed transaction or if the Company conducts a tender offer, upon the completion of the initial Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination, or (ii) by means of a tender offer, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest, net of taxes payable, divided by the number of the then outstanding shares of Class A common stock. The Class A common stock subject to redemption will be recorded at redemption value and classified as temporary equity, in accordance with Accounting Standards Codification ("ASC") Topic
480
"Distinguishing Liabilities from Equity". The Company will proceed with a Business Combination only if the Company has net tangible assets of at least
$5,000,001
upon such consummation of a Business Combination and in the case of a stockholder vote, a majority of the outstanding shares voted are voted in favor of the Business Combination. The decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require it to seek stockholder approval under the law or stock exchange listing requirement. If a stockholder vote is
not
required and the Company decides
not
to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to the
second
amended and restated certificate of incorporation, (i) conduct the redemptions pursuant to Rule
13e
-
4
and Regulation
14E
of the Exchange Act, which regulate issuer tender offers, and (ii) file tender offer documents with the Securities and Exchange Commission (“SEC”) prior to completing the initial Business Combination which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation
14A
of the Exchange Act, which regulates the solicitation of proxies.
 
The Initial Stockholders agreed to vote their Founders' Shares (as described in Note
6
) and any Public Shares purchased during or after the Public Offering in favor of the initial Business Combination, and the Company's executive officers and directors have also agreed to vote any Public Shares purchased after the Public Offering in favor of the initial Business Combination. The Initial Stockholders entered into a letter agreement, pursuant to which they agreed to waive their redemption rights with respect to the initial Business Combination as to their Founders' Shares as well as any Public Shares purchased by the Initial Stockholders. In addition, the Initial Stockholders also agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founders' Shares if the Company fails to complete the initial Business Combination within the prescribed time frame. However, if the Initial Stockholders (or any of the Company's executive officers, directors or affiliates) acquire Public Shares after the Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares in the event the Company does
not
complete the initial Business Combination within such applicable time period.
 
Failure to Consummate a Business Combination
 
If the Company is unable to complete the initial Business Combination within
18
months from the IPO Closing Date, the Company must: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but
not
more than
ten
business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to
$50,000
for dissolution expenses) divided by the number of then outstanding Public Shares, 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 Company's remaining stockholders and the Company's Board of Directors, dissolve and liquidate, subject in the case of clauses (ii) and (iii) to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
 
Going concern
 
The Company has until the close of business on
October 16, 2019,
which is
18
months from the IPO Closing Date, to complete its initial Business Combination. This mandatory liquidation and subsequent dissolution of the Company if an initial Business Combination is
not
completed in the required time raises substantial doubt about the Company’s ability to continue as a going concern. 
No
adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate
18
months from the IPO Closing Date.
 
In the event of such liquidation, it is possible the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be less than the offering price per Unit in the Public Offering.