HPK HighPeak Energy Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)*

HighPeak Energy, Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

43114Q 105

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 to the Statement of Beneficial Ownership on Schedule 13G (this “Amendment”) amends the Statement of Beneficial Ownership on Schedule 13G filed by the Reporting Persons on March 29, 2022, as amended (the “Original Schedule 13G”), with respect to the Common Stock of the Company. Capitalized terms used but not defined in this Amendment shall have the meanings set forth on the Original Schedule 13G. Except as amended and supplemented by this Amendment, the Original Schedule 13G remains unchanged.

HighPeak Energy, Inc., a Delaware corporation

421 W. 3rd Street, Suite 1000, Fort Worth, TX 76102

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

(i) Alamo Borden County IV, LLC

1101 N. Little School Road

Arlington, TX 76017

Citizenship: State of Texas

(ii) Nimitz Enterprises, LLC

1101 N. Little School Road

Arlington, TX 76017

Citizenship: State of Texas

Common Stock, Par Value $0.0001 Per Share

43114Q 105

Not Applicable.

This Amendment amends Item 4 of the Original Schedule 13G as set forth below:

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for the Reporting Persons and is incorporated herein by reference.

In connection with acquisitions of certain oil and gas properties by the Issuer from Alamo Borden County IV, LLC, a Texas limited liability company (“ABC IV”) and its affiliated sellers, in March 2022 and June 2022 (together, the “Acquisitions”), an aggregate of 1,003,390 shares of common stock, par value $0.0001 per share, of the Issuer (“Common Stock”) issuable in connection with the Acquisitions were placed in an escrow account for the benefit of the Issuer and ABC IV, 270,238 of which have been released to ABC IV. ABC IV may subsequently become entitled to an additional 733,152 shares of Common Stock, bringing the total number of shares of Common Stock issuable by the Issuer to ABC IV to 4,660,645 shares of Common Stock.

On December 29, 2022, 2,000,000 shares of Common Stock held by ABC IV were transferred to Nimitz Enterprises, LLC, a Texas limited liability company, an affiliated entity.

Ownership percentages are based on (i) the Reporting Person’s beneficial ownership as of February 10, 2023, and (ii) a total of 113,162,827 shares of Common Stock outstanding as of November 10, 2022, as set forth in the Form 10-Q.

Not applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Not Applicable.

Each of the Reporting Persons hereby makes the following certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2023