Pure Acquisition Corp. (Form: 8-K, Received: 10/15/2019 13:24:21)

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): October 10, 2019

Pure Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)

Delaware	001-38454	82-3434680
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

421 W. 3^rd St., Suite 1000 Fort Worth, TX		76102
(Address of Principal Executive Offices)		(Zip Code)

(817) 850-9203
Registrant’s Telephone Number, including Area Code

Not Applicable
(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	PACQ	NASDAQ
Warrants, each Warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	PACQW	NASDAQ
Units, each consisting of one share of Class A Common Stock and one-half of one Warrant	PACQU	NASDAQ

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 10, 2019, Pure Acquisition Corp., a Delaware corporation (the “Company”), held a special meeting in lieu of its 2019 annual meeting of stockholders (the “Meeting”). As a result of the Meeting, on October 11, 2019, the Company filed with the Secretary of State of the State of Delaware the Company’s Second Amendment to its Second Amended and Restated Certificate of Incorporation (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate a business combination from October 17, 2019 to February 21, 2020. A copy of the Extension Amendment is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

At the Meeting, on October 10, 2019, the Company’s stockholders approved the following items: (i) the Extension Amendment, (ii) the election of Jared S. Sturdivant to serve as the Class A director on the Company’s Board of Directors until the 2022 annual meeting of stockholders or until his successor is elected and qualified and (iii) the ratification of the selection by the Company’s audit committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The affirmative vote of holders of at least the majority of the Company’s outstanding Class A common stock and Class B common stock (the “Common Stock”) was required to approve the Extension Amendment. The election of Jared S. Sturdivant as a Class A director was decided by a plurality of the votes of the Common Stock cast at the Meeting. The ratification of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ending December 31, 2019 required a majority of the votes of the Common Stock present in person or represented by proxy at the Meeting and entitled to vote thereon. The number of shares of Class A common stock presented for redemption in connection with the Meeting was 3,594,000.

Set forth below are the final voting results for each of the proposals:

Proposal No. 1 – Extension Amendment

The Extension Amendment was approved. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
38,796,699		70,200		125,000		1,699

Proposal No. 2 – Election of Director

The election of Jared S. Sturdivant to serve as the Class A director on the Company’s Board of Directors Amendment was approved. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
33,663,315		2,205,656		3,122,928		1,699

Proposal No. 3 – Ratification of the Appointment of Independent Registered Public Accounting Firm

The appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified by the Company’s stockholders. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
34,850,470		70,000		4,073,128		0

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

3.1	Second Amendment to Second Amended and Restated Certificate of Incorporation, as filed with the State of Delaware on October 11, 2019

SIGNATURES

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.

	PURE ACQUISITION CORP.


Date: October 15, 2019	By:	/s/ Steven W. Tholen
		Name: Steven W. Tholen
		Title: Chief Financial Office

Exhibit 3.1

SECOND AMENDMENT

TO
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PURE ACQUISITION CORP.

Pursuant to Section 242 of the

Delaware General Corporation Law

The undersigned, being a duly authorized officer of PURE ACQUISITION CORP. (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

1.	The name of the Corporation is Pure Acquisition Corp.

2.	The Corporation’s original certificate of incorporation was filed with the Secretary of State of the State of Delaware on November 13, 2017 and was amended and restated on December 12, 2017 (the “Original Certificate”).

The second amended and restated certificate of incorporation, which restated and further amended the provisions of the Original Certificate, was filed with the Secretary of State of the State of Delaware on April 10, 2018 and further amended on April 12, 2018 (the “Amended and Restated Certificate”).

4.	This Second Amendment to the Amended and Restated Certificate (this “Amendment”) amends the Amended and Restated Certificate.

5.	This Amendment was duly adopted by the affirmative vote of the holders of at least a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”).

6.	The text of Article TWELFTH, Subsection B is hereby amended and restated to read in full as follows:

“B. Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2018, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay (i) income or other tax obligations, (ii) up to $10,000 per month for office space, utilities and secretarial and administrative support, and (iii) up to $50,000 for liquidation expenses, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of shares in connection with a vote seeking to amend any provisions of this Second Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-initial Business Combination activity (as described in subsection L hereof) or (iii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by February 21, 2020. Holders of shares of the Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are affiliates of the Sponsor) are referred to herein as “Public Stockholders.”

7.	The text of Article TWELFTH, Subsection E is hereby amended and restated to read in full as follows:

“E. In the event that the Corporation has not consummated an initial Business Combination by February 21, 2020, the Corporation shall (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 subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation as described in subsection B above (net of taxes payable and up to $50,000 for dissolution expenses), by (B) the total number of then outstanding Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.”

IN WITNESS WHEREOF, I have signed this Amendment this 11th day of October, 2019.

	/s/ Steven W. Tholen Name: Steven W. Tholen Title: Chief Financial Officer