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Note 4 - Related Party Transactions
12 Months Ended
Dec. 31, 2019
Notes to Financial Statements  
Related Party Transactions Disclosure [Text Block]
Note
4
- Related Party Transactions
 
Founders’ Shares
 
In connection with the organization of the Company, a total of
10,062,500
shares of Class B common stock, which are convertible to shares of our Class A common stock upon completion of an initial Business Combination, were sold to the Sponsor at a price of approximately
$0.002
per share for an aggregate of
$25,000
(“Founders’ Shares”). In
March 2018,
the Company’s Sponsor returned to us, at
no
cost, an aggregate of
1,437,500
Founders’ Shares, which the Company cancelled, leaving an aggregate of
8,625,000
Founders’ Shares outstanding. In
March 2018,
the Sponsor transferred
40,000
Founders’ Shares to each of the Company’s
three
independent director nominees resulting in a total of
120,000
Founders’ Shares transferred to the Company’s independent director nominees. In
April 
2018,
the Company effected a stock dividend of
0.2
shares of Class B common stock for each outstanding share of Class B common stock, resulting in the Company’s Sponsor and independent director nominees holding an aggregate of
10,350,000
Founders’ Shares. The Sponsor would have been required to forfeit only a number of shares of Class B common stock necessary to continue to maintain the
20.0%
ownership interest in the Company’s shares of common stock after giving effect to the offering and exercise, if any, of the underwriters’ over-allotment option. As a result of the full exercise of the underwriters’ over-allotment option,
no
shares were forfeited. The outstanding shares shown in the accompanying consolidated financial statements reflects the
10,350,000
Founders’ Shares as outstanding from inception as the intent from the outset was for the Founders’ Shares to equal
20%
of the total outstanding Class A and Class B common stock collectively.
 
Subject to certain limited exceptions,
50%
of the Founders’ Shares will
not
be transferred, assigned, sold until the earlier of: (i)
one
year after the date of the consummation of the initial Business Combination or (ii) the date on which the closing price of the Company’s Class A common stock equals or exceeds
$12.00
per share (as adjusted) for any
20
trading days within any
30
-trading day period commencing after the initial Business Combination, and the remaining
50%
of the Founders’ Shares will
not
be transferred, assigned, sold until
one
year after the date of the consummation of the initial Business Combination, or earlier, in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange, reorganization or other similar transaction which results in all stockholders having the right to exchange their common stock for cash, securities or other property.
 
Related Party Loans
 
As of
December 
31,
2019,
the Company has
$4,192,794
in notes payable-related party for amounts received from the Sponsor, or its affiliate, pursuant to the
February
Extension previously discussed in Note
1
– Description of Organization and Business Operations.
 
In addition, subsequent to
December 
31,
2019,
the Company received, from the Sponsor, or its affiliate,
$1,247,598,
on
January 17, 2020
and
$1,247,598,
on
February 
5,
2020
to fund its obligation to public shareholders related to the
February
Extension plus an additional
$312,010
on
February 
5,
2020
to meet certain capital requirements of the Company. Based on the recently signed additional extension, the Company will receive an additional
$
1,247,598
from the Sponsor, or an affiliate, on
March 21, 2020,
April 
21,
2020
and
May 21, 2020.
Additionally, the Company
may
need to raise additional funds to meet the expenditures required for operating the Company’s business and finance transaction costs in connection with the intended initial Business Combination. The Company’s Sponsor, officers, directors or their affiliates
may,
but are
not
obligated to, loan the Company funds as
may
be required. If the Company consummates an initial Business Combination, the Company would repay such loans or convert them to common stock. In the event the initial Business Combination does
not
close, the Company
may
use a portion of the working capital held outside the Trust Account to repay such loans, but
no
proceeds from our Trust Account would be used for such repayment. Up to
$1,500,000
of such loans
may
be convertible into Private Placement Warrants of the post Business Combination entity at a price of
$1.00
per Private Placement Warrant at the option of the lender.
 
Administrative Service Agreement
 
Commencing on
April 
13,
2018,
the date of the listing of the Company’s securities on the Nasdaq, through the consummation of the Company’s initial Business Combination, the Company has agreed to pay the Company’s Sponsor or
one
of its affiliates
$10,000
per month until the earlier of (i) Pure consummates its initial Business Combination or (ii) liquidation to entice the Company’s Sponsor to make available to the Company certain general and administrative services, including office space, utilities and administrative support, as the Company
may
require from time to time. During the year ended
December 
31,
2019,
the Company paid
$120,000
to an affiliate of the Company’s Sponsor, with funds received from the Trust Account, for administrative services. As of
December 
31,
2019,
$36,000
was payable from the Trust Account for such services.
 
Private Placement
 
As discussed in Note
1
– Description of Organization and Business Operations, the Sponsor purchased 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
) from the Company simultaneous with the closing of the Public Offering. Each whole Private Placement Warrant is exercisable for
one
whole share of the Company’s Class A common stock at a price of
$11.50
per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account. If the initial Business Combination is
not
completed now by
May 21, 2020,
the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.
 
The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions,
not
to transfer, assign or sell any of their Private Placement Warrants until
30
days after the completion of the initial Business Combination.
 
Registration Rights
 
The holders of the Company’s Founders’ Shares issued and outstanding and any Private placement Warrants issued to the Company’s Sponsor, officer, directors or their affiliates, including Private Placement Warrants issued in payment of working capital loans made to the Company (and all underlying securities), will be entitled to registration rights pursuant to an agreement signed
April 
12,
2018.
The holders of a majority of these securities are entitled to make up to
three
demands the Company register such securities. The holders of the majority of the Founders’ Shares can elect to exercise these registration rights at any time commencing
three
months prior to the date on which these shares of Class B common stock are to be released from escrow. The holders of a majority of the Private Placement Warrants issued to the Company’s Sponsor, officers, directors or their affiliates in payment of working capital loans made to the Company (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of a Business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
 
Forward Purchase Agreement
 
In
April 
2018,
HighPeak Energy Partners, LP (“HighPeak LP”) entered into a forward purchase agreement with the Company that provides for the purchase by HighPeak LP of an aggregate of up to
15,000,000
shares of the Company’s Class A common stock and
7,500,000
warrants for
$10.00
per forward unit, for an aggregate purchase price of up to
$150,000,000
in a private placement that will close simultaneously with the closing of the Company’s initial Business Combination. HighPeak LP is a limited partnership affiliated with the Company’s Sponsor. The forward purchase warrants will have the same terms as the Private Placement Warrants so long as they are held by HighPeak LP, its affiliates or its permitted transferees, and the forward purchase shares are identical to the shares of Class A common stock included in the Units sold in the Public Offering, except the forward purchase shares are subject to transfer restrictions and certain registration rights, as described in the forward purchase agreement. HighPeak LP’s commitment under the forward purchase agreement
may
be reduced under certain circumstances as described in the agreement.
 
Warrant Tender Offer
 
The Company’s Sponsor has committed to offer or cause an affiliate to offer to purchase, at
$1.00
per public Warrant (exclusive of commissions), the outstanding public Warrants in a tender offer that would commence after the Company’s announcement of an initial Business Combination and occur in connection with such Business Combination. The warrant tender offer would
not
be conditioned upon any minimum number of Warrants being tendered.
 
The Company’s Sponsor has also committed to offer or cause an affiliate to offer to purchase, at
$1.00
per public Warrant (exclusive of commissions), the outstanding public Warrants in a tender offer that would commence after the Company’s filing of a proxy statement or information statement with respect to a proposed amendment to the Company’s Charter that would affect the substance of timing of the Company’s obligation to redeem
100%
of the Company’s Public Shares if we do
not
complete a Business Combination now by
May 21, 2020.
Any such purchases would occur in connection with the effectiveness of such amendment.
 
In
April 
2018,
an affiliate of the Company’s Sponsor deposited cash funds in an amount equal to
$20,700,000
with Continental Stock Transfer & Trust Company prior to the closing of the Public Offering. The funds held in the escrow account
may
be used (or the letter of credit referred to below
may
be drawn upon) to pay
$1.00
per whole Warrant to holders of public Warrants (excluding Private Placement Warrants or forward purchase warrants) that tender in the tender offer for the public Warrants. In
November 
2019,
an affiliate of the Sponsor made a tender offer for the warrants in conjunction with the Extension and acquired
248,000
warrants for
$248,000
and in
January 2020,
acquired an additional
17,293,805
warrants in conjunction with a
second
tender offer for
$17,293,805.
The affiliate has made another tender offer that is outstanding currently to purchase the remaining
3,158,195
warrants for
$3,158,195
that will expire in
March 2020.
At any time, the Company’s Sponsor or its affiliate
may
substitute a letter of credit from a financially capable bank in good standing in lieu of cash or cash in lieu of a letter of credit. Neither funds in the escrow account nor the letter of credit shall be held in trust nor comprise any portion of any pro-rata distribution of the Company’s Trust Account. In the event a Business Combination is announced and a tender offer for the Warrants is made, but the Business Combination is later abandoned, the tender offer will
not
be closed, and the Warrants will be returned to the holders.
 
In the event the Company is unable to close a Business Combination within the required time, the escrow agent will be authorized to transfer
$1.00
per whole public Warrant, to holders of public Warrants other than the Company’s Sponsor and its affiliates, at the same time as we redeem the Company’s Public Shares, and all Warrants will expire worthless.