United States securities and exchange commission logo





                             July 30, 2020

       Jack Hightower
       Chairman and Chief Executive Officer
       HighPeak Energy, Inc.
       421 W. 3rd Street, Suite 1000
       Fort Worth, TX 76102

                                                        Re: HighPeak Energy,
Inc.
                                                            Amendment No. 4 to
Registration Statement on Form S-4
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed July 27, 2020
                                                            File No. 333-235313

       Dear Mr. Hightower:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 4 to Registration Statement on Form S-4

       Prospectus Cover Page, page 1

   1.                                                   At an appropriate place
in your filing, please revise to clearly provide the disclosure
                                                        required by Item 501 of
Regulation S-K with respect to the securities being offered by the
                                                        selling shareholders.
       Pro Forma Adjustment (j), page 80

   2.                                                   We note that pro forma
adjustment j relates to the issuance of 2 million shares of
                                                        HighPeak Energy common
stock (and a corresponding number of warrants and CVRs) of
                                                        Forward Purchase
Investment for $20 million in proceeds. You disclose on pages vii and
                                                        14 that you have not
yet obtained the anticipated financing and negotiations continue.
 Jack Hightower
HighPeak Energy, Inc.
July 30, 2020
Page 2
      Unless you secure investor commitments to purchase an incremental 2
million shares of
      HighPeak Energy common stock prior to requesting an effective date for
your registration
      statement, remove the adjustments from your pro forma presentation and
revise all related
      disclosures throughout your filing accordingly. Refer to Rule 11-02(b)(6)
of Regulation S-
      X.

Background of the Business Combination
New Business Combination Transaction, page 121

3.    We note the disclosure that following the July 24, 2020 meeting between
the Pure Special
      Committee and representatives of Hunton Andrews Kurth, the members of the
Pure
      Special Committee unanimously approved, and unanimously recommended
approval to
      the Pure Board, of the entry into the Third Amendment to the Business
Combination
      Agreement, and the transactions related thereto. We further note that the
Third
      Amendment to Business Combination Agreement dated July 24, 2020 amended
the
      agreement to provide, among other things, for the issuance of one warrant
to purchase
      HighPeak Energy common stock for each one whole share of HighPeak Energy
common
      stock issued to holders of Pure's Class A Common Stock as merger
consideration. Please
      expand your disclosure to discuss the materials terms discussed at the
July 24, 2020
      meeting to include the reasons for issuing these warrants as merger
consideration.

       You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or John
Cannarella,
Staff Accountant, at 202-551-3337 if you have questions regarding comments on
the financial
statements and related matters. For questions regarding engineering comments,
you may contact
John Hodgin, Petroleum Engineer, at (202) 551-3699. Please contact Irene
Barberena-Meissner,
Staff Attorney, at 202-551-6548 or Lauren Nguyen, Legal Branch Chief, at
202-551-3642 with
any other questions.



                                                          Sincerely,
FirstName LastNameJack Hightower
                                                          Division of
Corporation Finance
Comapany NameHighPeak Energy, Inc.
                                                          Office of Energy &
Transportation
July 30, 2020 Page 2
cc:       Taylor Landry, Esq.
FirstName LastName