SecProbe.io

February 1 8, 2020
Via E -mail

Jack Hightower
Chief Executive Officer
c/o HighPeak Energy Partners II, LP
421 W. 3rd Street, Suite 1000
Fort Worth, TX 76102

 Re: Pure Acquisition Corp .
  Schedule TO -T filed February 7, 2020
Filed by HighPeak Energy Partners II, LP; HighPeak Energy Partners GP
   II, LP ; HighPeak Pure Acquisition, LLC ; and Jack Hightower
  File No. 005 -90824

Dear M r. Hightower :

The staff in the Office of Mergers and Acquisitions has reviewed the filing listed above,
and we have the comments set forth below.  All defined terms used herein have the same
meaning as in the Offer to Purchase  attached as Exhibit (a)(1)(A) to the Schedule TO -T.  In some
of our comments, we may a sk you to provide us with information so we may better understand
your disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do no t
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 filing and the information you provide in
response to these comments, we  may have additional comments.

Schedule TO -T

Exhibit (a)(1)(A), Offer to Purchase

1. While you are not required to distribute the offer materials into any foreign jurisdiction,
tenders must be accepted from all target security holders, wherever located.  Refer to Rule
14d-10 and the guidance in Release No. 33 -8957 (September 19, 2008).   Accordingly, p lease
revise to remove the statement on page 4 indicating that tenders will not be accepted from
holders of shares in a jurisdiction  where the Offerors  are prohibited from making a tender
offer .

Jack Hightower
HighPeak Energy Partners II, LP
February 1 8, 2020
Page 2

 Source and Amount of Funds, page 19

2. On page 5 of the Offer to Purchase, you state that at any time you may substitute a letter of
credit in lieu of cash to pay for tendered warrants.  This disclosure  is inconsisten t with the
disclosure here.  Please clarify.

3. See our last comment above.  To the extent that the offer becomes subject to financing, you
must revise the Offer to Purchase to include  the details of the terms required by Schedule
TO.  This change may also r equire an extension of the offer period and redi ssemination of
revised offer materials.  Please confirm your understanding in you r response letter.

Exhibit (a)(1)(B ), Form of Letter of Transmittal

4. In any future tender offers, revise the language on the cover page of the letter of transmittal
to note that tendering security holders will have withdrawal rights afforded under Section
14(d)(5) of the Exchange Act  to the extent the Offerors have not accepted tendered securities
as of that date .  We note that you have included such disclosure on page 14 of the Offer to
Purchase.

*    *    *

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the st aff to be certain that they have provided all information investors
require for an informed decision.  Since the Offeror s are in possession of all facts relating to its
disclosure, they are  responsible for the accuracy and adequacy  of the disclosures they have  made .

  Please direct any questions to me at (202) 551 -7951.  You may also contact Tina Chalk,
Senior Special Counsel, at (202) 551 -3263 .

Sincerely,

        /s/ Joshua Shainess

Joshua Shainess
Special Counsel
Office of Mergers  and Acquisitions