Statistiques de base
| CIK | 1853651 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Alpine Acquisition Corp
SEC Filings (Chronological Order)
Cette page fournit une liste complète et chronologique des documents déposés auprès de la SEC, à l'exclusion des documents relatifs à la participation que nous fournissons ailleurs.
| February 14, 2024 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common stock, par value $0. |
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| February 14, 2024 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 14, 2024 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| February 14, 2024 |
US02083L1098 / Alpine Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Alpine Acquisition Corporation (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 02083L109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pu |
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| February 8, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* Alpine Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 02083L109 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Che |
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| February 6, 2024 |
SC 13G/A 1 reve13ga.htm REVE 13GA SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Alpine Acquisition Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 02083L109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| January 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number: 3235-0167 Expires: December 31, 2014 Estimated average burden hours per response . . . . . 1.50 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES |
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| April 11, 2023 |
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): April 6, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (IR |
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| April 11, 2023 |
Alpine Acquisition Corporation Receives Notice of Noncompliance from Nasdaq Exhibit 99.1 Alpine Acquisition Corporation Receives Notice of Noncompliance from Nasdaq FOUNTAIN HILLS, ARIZONA, April 10, 2023—(GLOBE NEWSWIRE)—Alpine Acquisition Corporation (the “Company”) announced today that on April 6, 2023, it received a notice (the “Notice”) from the Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet fi |
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| March 29, 2023 |
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): March 29, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (I |
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| March 28, 2023 |
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): March 28, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (I |
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| March 28, 2023 |
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): March 28, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (I |
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| March 21, 2023 |
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): March 20, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (I |
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| March 21, 2023 |
Exhibit 10.1 PROMISSORY NOTE $180,000 As of March 20, 2023 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Holder”) the principal sum of One Hundred Eighty Thousand Dollars and No Cents ($180,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The p |
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| March 16, 2023 |
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): March 16, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (I |
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| March 16, 2023 |
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): March 16, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (I |
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| March 2, 2023 |
Exhibit 2.2 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT This Third Amendment to Purchase and Sale Agreement, dated as of March 2, 2023 (this “Amendment”), is by and among Alpine Acquisition Corporation, a Delaware corporation (“Purchaser”), Pool IV Finance LLC, a Delaware limited liability company (“Denver PropCo Seller”), Pool IV TRS LLC, a Delaware limited liability company (“Denver OpCo Sell |
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| March 2, 2023 |
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): February 28, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 2, 2023 |
Exhibit 2.1 AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 4 to Agreement and Plan of Merger (this “Amendment”) is entered into as of March 2, 2023, by and among Alpine Acquisition Corporation, a Delaware corporation (“Parent”), and Two Bit Circus, Inc., a Delaware corporation (the “Company”). Parent and the Company are sometimes referred to individually as a “Party” and collec |
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| March 2, 2023 |
Amendment to the Amended and Restated Certificate of Incorporation, dated February 28, 2023. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPINE ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of ALPINE ACQUISITION CORPORATION (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corp |
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| March 2, 2023 |
Exhibit 2.1 AMENDMENT NO. 4 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 4 to Agreement and Plan of Merger (this “Amendment”) is entered into as of March 2, 2023, by and among Alpine Acquisition Corporation, a Delaware corporation (“Parent”), and Two Bit Circus, Inc., a Delaware corporation (the “Company”). Parent and the Company are sometimes referred to individually as a “Party” and collec |
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| March 2, 2023 |
Exhibit 2.2 THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT This Third Amendment to Purchase and Sale Agreement, dated as of March 2, 2023 (this “Amendment”), is by and among Alpine Acquisition Corporation, a Delaware corporation (“Purchaser”), Pool IV Finance LLC, a Delaware limited liability company (“Denver PropCo Seller”), Pool IV TRS LLC, a Delaware limited liability company (“Denver OpCo Sell |
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| March 2, 2023 |
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): February 28, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction of Incorporation) (Commi |
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| March 2, 2023 |
Amendment to the Amended and Restated Certificate of Incorporation, dated February 28, 2023. Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPINE ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law The undersigned, being a duly authorized officer of ALPINE ACQUISITION CORPORATION (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corp |
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| February 28, 2023 |
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): February 28, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) |
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| February 28, 2023 |
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): February 28, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) |
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| February 24, 2023 |
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): February 24, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) |
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| February 24, 2023 |
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): February 24, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) |
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| February 22, 2023 |
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): February 22, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) |
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| February 22, 2023 |
Promissory Note dated February 22, 2023. Exhibit 10.1 PROMISSORY NOTE $100,000 As of February 22, 2023 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Holder”) the principal sum of One Hundred Thousand Dollars and No Cents ($100,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The princ |
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| February 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| February 10, 2023 |
US02083L1098 / Alpine Acquisition Corp. / Weiss Asset Management LP Passive Investment Converted by EDGARwiz CUSIP NO. 02083L109 SCHEDULE 13G/A PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.)* Alpine Acquisition Corp. - (Name of Issuer) Common Stock, par value $0.0001 per share - (Title of |
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| February 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| February 7, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No.: 333-266850 PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS OF ALPINE ACQUISITION CORPORATION PROSPECTUS FOR UP TO 6,910,000 SHARES OF COMMON STOCK Alpine Acquisition Corporation, a Delaware corporation (“Alpine”), has entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”), with AAC Merger Su |
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| February 7, 2023 |
Promissory Note dated February 6, 2023. Exhibit 10.1 PROMISSORY NOTE $100,000 As of February 6, 2023 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Holder”) the principal sum of One Hundred Thousand Dollars and No Cents ($100,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The princi |
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| February 7, 2023 |
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): February 6, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) |
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| February 1, 2023 |
Consent of R.M. Woodworth & Associates, LLC Exhibit 99.5 CONSENT OF R.M. Woodworth & Associates, LLC Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 RE: Proxy Statement / Prospectus of Alpine Acquisition Corporation (“Alpine”), which forms part of the Registration Statement on Form S-4 of Alpine (the “Registration Statement”) Gentlemen: We hereby consent to the inclusion of our opinion letter, dated Ma |
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| February 1, 2023 |
As filed with the Securities and Exchange Commission on January 31, 2023 As filed with the Securities and Exchange Commission on January 31, 2023 No. 333-266850 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALPINE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-1957639 (State or other jurisdiction of incorporation or organizati |
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| February 1, 2023 |
Consent of McLean Valuation Services Group, LLC Exhibit 99.4 CONSENT OF THE McLean Valuation Services Group, LLC Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 RE: Proxy Statement / Prospectus of Alpine Acquisition Corporation (“Alpine”), which forms part of the Registration Statement on Form S-4 of Alpine (the “Registration Statement”) Gentlemen: We hereby consent to the inclusion of our opinion letter, |
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| January 13, 2023 |
Consent of R.M. Woodworth & Associates, LLC Exhibit 99.5 CONSENT OF R.M. Woodworth & Associates, LLC Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 RE: Proxy Statement / Prospectus of Alpine Acquisition Corporation (“Alpine”), which forms part of the Registration Statement on Form S-4 of Alpine (the “Registration Statement”) Gentlemen: We hereby consent to the inclusion of our opinion letter, dated Ma |
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| January 13, 2023 |
As filed with the Securities and Exchange Commission on January 13, 2023 As filed with the Securities and Exchange Commission on January 13, 2023 No. 333-266850 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALPINE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-1957639 (State or other jurisdiction of incorporation or organizati |
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| January 13, 2023 |
Consent of McLean Valuation Services Group, LLC Exhibit 99.4 CONSENT OF THE McLean Valuation Services Group, LLC Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 RE: Proxy Statement / Prospectus of Alpine Acquisition Corporation (“Alpine”), which forms part of the Registration Statement on Form S-4 of Alpine (the “Registration Statement”) Gentlemen: We hereby consent to the inclusion of our opinion letter, |
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| January 6, 2023 |
Exhibit 99.1 First Scene: ?A New World Class Family Entertainment Brand? over a color scene of an actual Two Bit Circus play area Second Scene: ?Powered by Two Bit Circus? Los Angeles Third Scene: LA Skyline and the words? Powered by Two Bit Circus LA? across the image Fourth Scene: Dallas Skyline with the words ?Two Bit Circus Dallas? across the image Fifth Scene: Images of an Artist?s conception |
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| January 6, 2023 |
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): January 6, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) ( |
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| January 6, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): January 6, 2023 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) ( |
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| January 6, 2023 |
Exhibit 99.1 First Scene: ?A New World Class Family Entertainment Brand? over a color scene of an actual Two Bit Circus play area Second Scene: ?Powered by Two Bit Circus? Los Angeles Third Scene: LA Skyline and the words? Powered by Two Bit Circus LA? across the image Fourth Scene: Dallas Skyline with the words ?Two Bit Circus Dallas? across the image Fifth Scene: Images of an Artist?s conception |
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| December 16, 2022 |
Consent of R.M. Woodworth & Associates, LLC EX-99.5 8 fs42022a2ex99-5alpineacq.htm CONSENT OF R.M. WOODWORTH & ASSOCIATES, LLC Exhibit 99.5 CONSENT OF R.M. Woodworth & Associates, LLC Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 RE: Proxy Statement / Prospectus of Alpine Acquisition Corporation (“Alpine”), which forms part of the Registration Statement on Form S-4 of Alpine (the “Registration Statem |
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| December 16, 2022 |
EX-10.13 3 fs42022a2ex10-13alpineacq.htm FORM OF EMPLOYMENT AGREEMENT Exhibit 10.13 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into by and between Two Bit Entertainment Corp. (the “Company”), a Delaware corporation, and (the “Executive”) and shall be effective on the Effective Date (defined below). RECITALS A. The Company desires to employ the Executive o |
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| December 16, 2022 |
As filed with the Securities and Exchange Commission on December 16, 2022 As filed with the Securities and Exchange Commission on December 16, 2022 No. 333-266850 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALPINE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-1957639 (State or other jurisdiction of incorporation or organizat |
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| December 16, 2022 |
Consent of McLean Valuation Services Group, LLC EX-99.4 7 fs42022a2ex99-4alpineacq.htm CONSENT OF MCLEAN VALUATION SERVICES GROUP, LLC Exhibit 99.4 CONSENT OF THE McLean Valuation Services Group, LLC Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 RE: Proxy Statement / Prospectus of Alpine Acquisition Corporation (“Alpine”), which forms part of the Registration Statement on Form S-4 of Alpine (the “Registr |
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| December 12, 2022 |
425 1 ea169997-8k425alpineacq.htm CURRENT REPORT 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): December 12, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (Sta |
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| December 12, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): December 12, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) |
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| December 12, 2022 |
Exhibit 99.1 Alpine Acquisition Corporation 1 Investor Deck December 2022 Disclaimers and Forward Looking Statements 2 This confidential presentation (together with any oral statements made in connection herewith, this ?Presentation?) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a proposed business com |
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| December 12, 2022 |
Exhibit 99.1 Alpine Acquisition Corporation 1 Investor Deck December 2022 Disclaimers and Forward Looking Statements 2 This confidential presentation (together with any oral statements made in connection herewith, this ?Presentation?) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a proposed business com |
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| December 1, 2022 |
Exhibit 2.2 Second AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is by and among Alpine Acquisition Corporation, a Delaware corporation (“Purchaser”), Pool IV Finance LLC, a Delaware limited liability company (“Denver PropCo Seller”), Pool IV TRS LLC, a Delaware limited liability company (“Denver OpCo Seller”; Denver PropCo Seller |
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| December 1, 2022 |
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): November 30, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction of Incorporation) (Commi |
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| December 1, 2022 |
Exhibit 10.1 PROMISSORY NOTE $1,070,000 As of December 1, 2022 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Holder”) the principal sum of One Million Seventy Thousand Dollars and No Cents ($1,070,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal |
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| December 1, 2022 |
Exhibit 2.1 AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Agreement and Plan of Merger (this ?Amendment?) is entered into as of November 30, 2022, by and among Alpine Acquisition Corporation, a Delaware corporation (?Parent?), and Two Bit Circus, Inc., a Delaware corporation (the ?Company?). Parent and the Company are sometimes referred to individually as a ?Party? and co |
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| December 1, 2022 |
EX-10.1 4 ea169479ex10-1alpineacq.htm PROMISSORY NOTE Exhibit 10.1 PROMISSORY NOTE $1,070,000 As of December 1, 2022 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Holder”) the principal sum of One Million Seventy Thousand Dollars and No Cents ($1,070,000.00) in lawful money of the United States of America, on |
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| December 1, 2022 |
425 1 ea169479-8k425alpineacq.htm CURRENT REPORT 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): November 30, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (Sta |
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| December 1, 2022 |
EX-2.2 3 ea169479ex2-2alpineacq.htm SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 18, 2022, AS AMENDED AUGUST 26, 2022, BY AND AMONG ALPINE ACQUISITION CORPORATION, POOL IV FINANCE LLC, POOL IV TRS LLC AND PHF II STAMFORD HOTEL Exhibit 2.2 Second AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to Purchase and Sale Agreement (this “Amendment”) is by and among Alpin |
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| December 1, 2022 |
EX-2.1 2 ea169479ex2-1alpineacq.htm AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 18, 2022 AND PREVIOUSLY AMENDED AUGUST 26, 2022, BY AND AMONG ALPINE ACQUISITION CORPORATION, AAC MERGER SUB INC. AND TWO BIT CIRCUS, INC Exhibit 2.1 AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 3 to Agreement and Plan of Merger (this “Amendment”) is entered into as of Novembe |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40765 ALPINE ACQUISITIO |
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| November 14, 2022 |
NT 10-Q 1 ea168669-nt10qalpine.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40765 CUSIP NUMBER 02083L208 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D |
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| October 11, 2022 |
Consent of McLean Valuation Services Group, LLC Exhibit 99.4 CONSENT OF THE McLean Valuation Services Group, LLC Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 RE: Proxy Statement / Prospectus of Alpine Acquisition Corporation (?Alpine?), which forms part of the Registration Statement on Form S-4 of Alpine (the ?Registration Statement?) Gentlemen: We hereby consent to the inclusion of our opinion letter, |
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| October 11, 2022 |
Consent of Brent Bushnell to be named as a director of New TBC Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Alpine Acquisition Corporation of the Registration Statement on Form S-4 (the ?Registration Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a prospective member of |
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| October 11, 2022 |
Consent of Brian Cameron to be named as a director of New TBC EX-99.3 7 fs42022a1ex99-3alpineacq.htm CONSENT OF BRIAN CAMERON TO BE NAMED AS A DIRECTOR OF NEW TBC Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Alpine Acquisition Corporation of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I |
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| October 11, 2022 |
As filed with the Securities and Exchange Commission on October 11, 2022 As filed with the Securities and Exchange Commission on October 11, 2022 No. 333-266850 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALPINE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-1957639 (State or other jurisdiction of incorporation or organizati |
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| October 11, 2022 |
Form of Alpine Acquisition Corporation Proxy Card. Exhibit 99.1 PRELIMINARY PROXY ALPINE ACQUISITION CORPORATION 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 (703) 899-1028 ANNUAL MEETING YOUR VOTE IS IMPORTANT THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING TO BE HELD ON [?], 2022 The undersigned, revoking any previous proxies relating to these shares with respect to the proposals set forth herein, hereby ackno |
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| October 11, 2022 |
Consent of R.M. Woodworth & Associates, LLC Exhibit 99.5 CONSENT OF R.M. Woodworth & Associates, LLC Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 RE: Proxy Statement / Prospectus of Alpine Acquisition Corporation (?Alpine?), which forms part of the Registration Statement on Form S-4 of Alpine (the ?Registration Statement?) Gentlemen: We hereby consent to the inclusion of our opinion letter, dated Ma |
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| October 6, 2022 |
Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger (this ?Amendment?) is entered into as of October 4, 2022, by and among Alpine Acquisition Corporation, a Delaware corporation (?Parent?), and Two Bit Circus, Inc., a Delaware corporation (the ?Company?). Parent and the Company are sometimes referred to individually as a ?Party? and coll |
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| October 6, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 4, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction of Incorporation) (Commiss |
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| October 6, 2022 |
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 4, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction of Incorporation) (Commiss |
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| October 6, 2022 |
Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to Agreement and Plan of Merger (this ?Amendment?) is entered into as of October 4, 2022, by and among Alpine Acquisition Corporation, a Delaware corporation (?Parent?), and Two Bit Circus, Inc., a Delaware corporation (the ?Company?). Parent and the Company are sometimes referred to individually as a ?Party? and coll |
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| September 14, 2022 |
425 1 ea165691-8k425alpineacq.htm CURRENT REPORT 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): September 14, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (St |
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| September 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 14, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission (IRS Employ |
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| September 14, 2022 |
Exhibit 99.1 1 Alpine Acquisition Corporation Investor Deck September 2022 2 Disclaimers and Forward Looking Statements This confidential presentation (together with any oral statements made in connection herewith, this ?Presentation?) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a proposed business co |
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| September 14, 2022 |
Exhibit 99.1 1 Alpine Acquisition Corporation Investor Deck September 2022 2 Disclaimers and Forward Looking Statements This confidential presentation (together with any oral statements made in connection herewith, this ?Presentation?) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a proposed business co |
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| September 1, 2022 |
425 1 ea165265-8k425alpineacq.htm CURRENT REPORT 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): August 31, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State |
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| September 1, 2022 |
Exhibit 10.1 PROMISSORY NOTE $1,070,000 As of August 31, 2022 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Holder”) the principal sum of One Million Seventy Thousand Dollars and No Cents ($1,070,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. |
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| September 1, 2022 |
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): August 31, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission (IRS Employer |
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| September 1, 2022 |
Exhibit 10.1 PROMISSORY NOTE $1,070,000 As of August 31, 2022 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Holder”) the principal sum of One Million Seventy Thousand Dollars and No Cents ($1,070,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. |
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| August 29, 2022 |
Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of August , 2022, by and among Alpine Acquisition Corporation, a Delaware corporation (“Parent”), and Two Bit Circus, Inc., a Delaware corporation (the “Company”). Parent and the Company are sometimes referred to individually as a “Party” and collectively as th |
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| August 29, 2022 |
Exhibit 2.2 AMENDMENT TO PURCHASE AND SALE AGREEMENT This Amendment to Purchase and Sale Agreement (this “Amendment”), dated as of August 26, 2022, is by and among Alpine Acquisition Corporation, a Delaware corporation (“Purchaser”), Pool IV Finance LLC, a Delaware limited liability company (“Denver PropCo Seller”), Pool IV TRS LLC, a Delaware limited liability company (“Denver OpCo Seller”; Denve |
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| August 29, 2022 |
EX-2.1 2 ea165032ex2-1alpineacq.htm AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 18, 2022, BY AND AMONG ALPINE ACQUISITION CORPORATION, AAC MERGER SUB INC. AND TWO BIT CIRCUS, INC Exhibit 2.1 AMENDMENT TO AGREEMENT AND PLAN OF MERGER This Amendment to Agreement and Plan of Merger (this “Amendment”) is entered into as of August , 2022, by and among Alpine Acquisition Corporation |
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| August 29, 2022 |
EX-2.2 3 ea165032ex2-2alpineacq.htm AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 18, 2022, BETWEEN POOL IV FINANCE LLC, POOL IV TRS LLC, PHF II STAMFORD LLC AND ALPINE ACQUISITION CORPORATION Exhibit 2.2 AMENDMENT TO PURCHASE AND SALE AGREEMENT This Amendment to Purchase and Sale Agreement (this “Amendment”), dated as of August 26, 2022, is by and among Alpine Acquisition Corpor |
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| August 29, 2022 |
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): August 26, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission (IRS Employer |
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| August 29, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): August 26, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission (IRS Employer |
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| August 23, 2022 |
Promissory Note dated August 23, 2022. EX-10.1 2 ea164863ex10-1alpine.htm PROMISSORY NOTE DATED AUGUST 23, 2022 Exhibit 10.1 PROMISSORY NOTE $200,000 As of August 23, 2022 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Holder”) the principal sum of Two Hundred Thousand Dollars and No Cents ($200,000.00) in lawful money of the United States of Americ |
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| August 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40765 ALPINE ACQUISITION COR |
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| August 23, 2022 |
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): August 23, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) ( |
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| August 15, 2022 |
NT 10-Q 1 ea164456-nt10qalpine.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: April 30, 2025 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40765 CUSIP NUMBER 02083L208 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D |
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| August 12, 2022 |
Calculation of Filing Fee Table Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) Alpine Acquisition Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Shares of common stock, $0. |
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| August 12, 2022 |
List of subsidiaries of New TBC Exhibit 21.1 Subsidiaries of Registrant Name Percentage Ownership State of Organization AAC Merger Sub Inc. 100% Delaware Revelers Resort Stamford, LLC 100% Delaware Revelers Resort Denver, LLC 100% Delaware |
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| August 12, 2022 |
As filed with the Securities and Exchange Commission on August 12, 2022 As filed with the Securities and Exchange Commission on August 12, 2022 No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALPINE ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 6770 86-1957639 (State or other jurisdiction of incorporation or organization) (Primary Standard Indu |
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| July 18, 2022 |
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): July 18, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission (IRS Employer of |
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| July 18, 2022 |
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): July 18, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission (IRS Employer of |
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| July 15, 2022 |
Promissory Note dated July 15, 2022 EX-10.1 2 ea162867ex10-1alpineacq.htm PROMISSORY NOTE DATED JULY 15, 2022 Exhibit 10.1 PROMISSORY NOTE $100,000 As of July 15, 2022 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Holder”) the principal sum of One Hundred Thousand Dollars and No Cents ($100,000.00) in lawful money of the United States of America |
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| July 15, 2022 |
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): July 15, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (IR |
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| July 5, 2022 |
Exhibit 99.1 Forget Flying Taxis?Down-to-Earth Companies Are Now the Prime SPAC Targets With deal deadlines looming, industrial, manufacturing and other staid sectors have become more appealing By Will Feuer July 2, 2022 9:03 am ET Boring is better in the beaten-down world of SPACs right now. At the height of the boom in special-purpose acquisition companies, speculative merger targets like electr |
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| July 5, 2022 |
Exhibit 99.1 Forget Flying Taxis?Down-to-Earth Companies Are Now the Prime SPAC Targets With deal deadlines looming, industrial, manufacturing and other staid sectors have become more appealing By Will Feuer July 2, 2022 9:03 am ET Boring is better in the beaten-down world of SPACs right now. At the height of the boom in special-purpose acquisition companies, speculative merger targets like electr |
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| July 5, 2022 |
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): July 2, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (IRS |
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| July 5, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): July 2, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (IRS |
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| June 22, 2022 |
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): June 21, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission File Number) (IR |
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| June 22, 2022 |
Promissory Note dated June 21, 2022. Exhibit 10.1 PROMISSORY NOTE $400,000 As of June 21, 2022 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Holder”) the principal sum of Four Hundred Thousand Dollars and No Cents ($400,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principa |
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| May 19, 2022 |
EX-2.2 3 ea159970ex2-2alpine.htm PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 18, 2022, BETWEEN POOL IV FINANCE LLC, POOL IV TRS LLC, PHF II STAMFORD LLC AND ALPINE ACQUISITION CORPORATION Exhibit 2.2 PURCHASE AND SALE AGREEMENT between Pool IV Finance LLC, Pool IV TRS LLC, and PHF II Stamford LLC, as Sellers, and Alpine Acquisition Corporation, as Purchaser, dated as of May 18, 2022, for the Hilt |
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| May 19, 2022 |
EX-99.1 8 ea159970ex99-1alpine.htm JOINT PRESS RELEASE, DATED MAY 19, 2022 Exhibit 99.1 Alpine Acquisition Corporation Signs Definitive Agreements to Acquire Two Bit Circus, Inc. and Two Convention Hotels to form a New World Class Entertainment Company ● $50 million all stock transaction from Alpine Acquisition Corporation for Two Bit Circus, Inc. ● $65 million cash and stock purchase of two full- |
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| May 19, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among ALPINE ACQUISITION CORPORATION, AAC MERGER SUB INC., and TWO BIT CIRCUS, INC. Dated as of May 18, 2022 TABLE OF CONTENTS ARTICLE I THE TRANSACTIONS AND RELATED MATTERS 1 Section 1.1. Merger 1 Section 1.2. Effective Time; Closing 2 Section 1.3. Effect of the Merger 2 Section 1.4. Governing Documents 2 Section 1.5. Officers and |
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| May 19, 2022 |
EX-10.4 7 ea159970ex10-4alpine.htm FORM OF SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT Exhibit 10.4 SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT This Shareholder and Registration Rights Agreement (this “Agreement”), dated as of [●], 2022 (the “Effective Time”), is entered into by and among Alpine Acquisition Corporation, a Delaware corporation (“Alpine” or the “Purchaser”), and PHF II Stamford |
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| May 19, 2022 |
Exhibit 10.2 COMPANY STOCKHOLDER SUPPORT AGREEMENT This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of May 18, 2022 (this ?Agreement?), is entered into by and among the stockholders listed on Exhibit A hereto (each, a ?Stockholder?), Two Bit Circus, Inc., a Delaware corporation (the ?Company?), and Alpine Acquisition Corporation, a Delaware corporation (?Parent?). Capitalized terms used but no |
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| May 19, 2022 |
Exhibit 10.1 FORM OF LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made as of May 18, 2022 by and among Alpine Acquisition Corporation, a Delaware corporation (the “Company”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof. RECITALS WHEREAS, the Company is party to that certain Agreement and Plan of Merger, dated as |
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| May 19, 2022 |
Exhibit 10.3 SHARE ESCROW AGREEMENT THIS SHARE ESCROW AGREEMENT (?Agreement?) is made and entered into as of [?], 2022, by and among Alpine Acquisition Corporation (to be renamed Two Bit Entertainment Corp.), a Delaware corporation (?Parent?), [?], an individual (the ?Company Representative?) and Continental Stock Transfer & Trust Company, a New York corporation (the ?Escrow Agent?). BACKGROUND A. |
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| May 19, 2022 |
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): May 19, 2022 (May 18, 2022) ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission Fi |
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| May 19, 2022 |
EX-99.1 8 ea159970ex99-1alpine.htm JOINT PRESS RELEASE, DATED MAY 19, 2022 Exhibit 99.1 Alpine Acquisition Corporation Signs Definitive Agreements to Acquire Two Bit Circus, Inc. and Two Convention Hotels to form a New World Class Entertainment Company ● $50 million all stock transaction from Alpine Acquisition Corporation for Two Bit Circus, Inc. ● $65 million cash and stock purchase of two full- |
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| May 19, 2022 |
EX-99.2 9 ea159970ex99-2alpine.htm INVESTOR PRESENTATION Exhibit 99.2 Alpine Acquisition Corporation Investor Deck May 2022 1 Disclaimers 2 This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purpos es only to assist prospective investors in making their own evaluation with respect to the proposed business combination (the "Propose |
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| May 19, 2022 |
425 1 ea159970-8k425alpineacq.htm CURRENT REPORT 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): May 19, 2022 (May 18, 2022) ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-19 |
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| May 19, 2022 |
Exhibit 10.3 SHARE ESCROW AGREEMENT THIS SHARE ESCROW AGREEMENT (?Agreement?) is made and entered into as of [?], 2022, by and among Alpine Acquisition Corporation (to be renamed Two Bit Entertainment Corp.), a Delaware corporation (?Parent?), [?], an individual (the ?Company Representative?) and Continental Stock Transfer & Trust Company, a New York corporation (the ?Escrow Agent?). BACKGROUND A. |
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| May 19, 2022 |
Exhibit 99.2 Alpine Acquisition Corporation Investor Deck May 2022 1 Disclaimers 2 This Presentation (together with oral statements made in connection herewith, the "Presentation") is for informational purpos es only to assist prospective investors in making their own evaluation with respect to the proposed business combination (the "Proposed Transaction ") between Alpine Ac qui sition Corporation |
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| May 19, 2022 |
EX-10.2 5 ea159970ex10-2alpine.htm FORM OF SUPPORT AGREEMENT Exhibit 10.2 COMPANY STOCKHOLDER SUPPORT AGREEMENT This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of May 18, 2022 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Two Bit Circus, Inc., a Delaware corporation (the “Company”), and Alpine Acquisition Corporation, a D |
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| May 19, 2022 |
Exhibit 2.2 PURCHASE AND SALE AGREEMENT between Pool IV Finance LLC, Pool IV TRS LLC, and PHF II Stamford LLC, as Sellers, and Alpine Acquisition Corporation, as Purchaser, dated as of May 18, 2022, for the Hilton Stamford Hotel & Executive Meeting Center Crowne Plaza Denver Airport Convention Center Hotel TABLE OF CONTENTS Page Article 1 THE PROPERTY 2 1.1 Description of the Property 2 1.2 Exclud |
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| May 19, 2022 |
EX-2.1 2 ea159970ex2-1alpine.htm AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 18, 2022, BY AND AMONG ALPINE ACQUISITION CORPORATION, AAC MERGER SUB INC. AND TWO BIT CIRCUS, INC Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among ALPINE ACQUISITION CORPORATION, AAC MERGER SUB INC., and TWO BIT CIRCUS, INC. Dated as of May 18, 2022 TABLE OF CONTENTS ARTICLE I THE TRANSACTIONS AN |
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| May 19, 2022 |
Form of Shareholder and Registration Rights Agreement Exhibit 10.4 SHAREHOLDER AND REGISTRATION RIGHTS AGREEMENT This Shareholder and Registration Rights Agreement (this ?Agreement?), dated as of [?], 2022 (the ?Effective Time?), is entered into by and among Alpine Acquisition Corporation, a Delaware corporation (?Alpine? or the ?Purchaser?), and PHF II Stamford LLC (the ?Seller?). The Purchaser and the Seller are sometimes individually referred to i |
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| May 19, 2022 |
EX-10.1 4 ea159970ex10-1alpine.htm FORM OF LOCK-UP AGREEMENT Exhibit 10.1 FORM OF LOCK-UP AGREEMENT This LOCK-UP AGREEMENT (this “Agreement”) is made as of May 18, 2022 by and among Alpine Acquisition Corporation, a Delaware corporation (the “Company”), and each other Person identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof. RECITALS WHEREAS, the Company is |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40765 ALPINE ACQUISITION CO |
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| May 2, 2022 |
Promissory Note dated May 2, 2022. Exhibit 10.1 PROMISSORY NOTE $400,000 As of May 2, 2022 Alpine Acquisition Corporation (?Maker?) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (?Holder?) the principal sum of Four Hundred Thousand Dollars and No Cents ($400,000.00) in lawful money of the United States of America, on the terms and conditions described below. 1. Principal. The principal |
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| May 2, 2022 |
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): May 2, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction (Commission (IRS Employer of I |
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| April 14, 2022 |
EX-99.2 3 tm2212554d2ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| April 14, 2022 |
EX-99.1 2 tm2212554d2ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| April 14, 2022 |
EX-99.3 4 tm2212554d2ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common |
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| April 14, 2022 |
US02083L1098 / Alpine Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G Passive Investment SC 13G 1 tm2212554d2sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Alpine Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 02083L109 (CUSIP Number) April 4, 2022 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the |
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| March 31, 2022 |
Description of the Registrant’s Securities. Exhibit 4.5 DESCRIPTION OF SECURITIES We are authorized to issue 50,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. 13,575,000 shares of common stock are currently outstanding. No shares of preferred stock are currently outstanding. The following description summarizes the material terms of our securities. Because this description is o |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2021 Commission File Number 001-40765 ALPINE ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 86-1957639 (State or Other Jurisdiction of Incorporation) (I.R.S. |
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| March 18, 2022 |
EX-3.1 2 ea157094ex3-1alpineacq.htm AMENDED AND RESTATED BYLAWS Exhibit 3.1 BY LAWS OF ALPINE ACQUISITION CORPORATION ARTICLE I OFFICES 1.1 Registered Office. The registered office of Alpine Acquisition Corporation (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, L |
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| March 18, 2022 |
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): March 15, 2022 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or Other Jurisdiction of Incorporation) (Commissi |
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| February 14, 2022 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Alpine Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 02083L109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Che |
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| February 8, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Alpine Acquisition Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 02083L109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu |
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| February 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G AMENDMENT NO. |
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| February 4, 2022 |
US02083L1098 / Alpine Acquisition Corp. / Weiss Asset Management LP Passive Investment Converted by EDGARwiz CUSIP NO. 02083L109 SCHEDULE 13G PAGE 1 OF 10 PAGES =============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Alpine Acquisition Corp. - (Name of Issuer) Common Stock, par value $0.0001 per share - (Title of Clas |
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| November 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40765 ALPINE ACQUISITIO |
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| November 15, 2021 |
NT 10-Q 1 ea150607-nt10qalpineacq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0058 FORM 12b-25 Expires: February 28, 2022 Estimated average burden Hours per form 2.50 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40765 CUSIP NUMBER 02083L208 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ For |
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| September 13, 2021 |
Space Summit Capital LLC - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ALPINE ACQUISITION CORPORATION (Name of Issuer) Units (Title of Class of Securities) 02083L208 (CUSIP Number) August 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc |
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| September 10, 2021 |
REVE / Alpine Acquisition Corp / Saba Capital Management, L.P. - FORM SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Alpine Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 02083L208 (CUSIP Number) August 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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| September 9, 2021 |
Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events 8-K 1 ea146813-8kalpineacq.htm CURRENT REPORT 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): September 2, 2021 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State |
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| September 9, 2021 |
ALPINE ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT EX-99.1 2 ea146813ex99-1alpineacq.htm AUDITED BALANCE SHEET Exhibit 99.1 ALPINE ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Financial Statement: Balance Sheet as of September 2, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of |
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| September 9, 2021 |
EX-99.2 3 ea146813ex99-2alpineacq.htm PRESS RELEASE ANNOUNCING CONSUMMATION OF IPO. Exhibit 99.2 Alpine Acquisition Corporation Announces Closing of $107.0 Million Initial Public Offering, Including Partial Exercise of the Overallotment Option Fountain Hills, Arizona, Sept. 02, 2021 (GLOBE NEWSWIRE) - Alpine Acquisition Corporation (Nasdaq: REVEU) (“Alpine” or the “Company”) today announced the cl |
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| September 8, 2021 |
MMCAP International Inc. SPC - FORM SC 13G SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Alpine Acquisition Corporation (Name of Issuer) Units of Common Stock (Title of Class of Securities) 02083L208 (CUSIP Number) August 30, 2021 (Date of Event Which Requires Filing of Th |
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| September 1, 2021 |
Alpine Acquisition Corporation Announces Pricing of $100.0 Million Initial Public Offering EX-99.1 9 ea146738ex99-1alpineacq.htm PRESS RELEASE Exhibit 99.1 Alpine Acquisition Corporation Announces Pricing of $100.0 Million Initial Public Offering Fountain Hills, Arizona, Aug. 30, 2021 (GLOBE NEWSWIRE) - Alpine Acquisition Corporation (Nasdaq: REVEU) (“Alpine” or the “Company”) today announced the pricing of its initial public offering of 10,000,000 units at a price of $10.00 per unit. T |
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| September 1, 2021 |
EX-10.2 6 ea146738ex10-2alpineacq.htm REGISTRATION RIGHTS AGREEMENT BETWEEN THE COMPANY AND CERTAIN SECURITY HOLDERS Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of August 30, 2021, by and among Alpine Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the sign |
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| September 1, 2021 |
EX-10.3 7 ea146738ex10-3alpineacq.htm ADMINISTRATIVE SERVICES AGREEMENT Exhibit 10.3 Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 August 30, 2021 Alpine Acquisition Sponsor LLC 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of |
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| September 1, 2021 |
EX-10.1 5 ea146738ex10-1alpineacq.htm INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY Exhibit 10.1 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of August 30, 2021 by and between Alpine Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Tru |
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| September 1, 2021 |
Exhibit 1.1 ALPINE ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York August 30, 2021 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Alpine Acquisition Corporation, a Delaware corporation (the ?Company?), hereby confirms its agreement with Maxim Group LLC (the ?Representative?), as |
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| September 1, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 ea146738-8kalpineacq.htm CURRENT REPORT 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): August 30, 2021 ALPINE ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Charter) Delaware 001-40765 86-1957639 (State or |
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| September 1, 2021 |
EX-10.4 8 ea146738ex10-4alpineacq.htm FORM OF INDEMNIFICATION AGREEMENT Exhibit 10.4 INDEMNIFICATION AGREEMENT This agreement, made and entered into effective as of August 30, 2021 (“Agreement”), by and between Alpine Acquisition Corporation, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, ru |
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| September 1, 2021 |
Amended and Restated Certificate of Incorporation. EX-3.1 3 ea146738ex3-1alpineacq.htm AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPINE ACQUISITION CORPORATION Pursuant to Section 242 and 245 of the Delaware General Corporation Law Alpine Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), by its Chief Exe |
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| September 1, 2021 |
Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of August 30, 2021 between Alpine Acquisition Corporation, a Delaware corporation, with offices at 10141 N. Canyon View Lane, Fountain Hills, Arizona 85268 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, |
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| August 31, 2021 |
$100,000,000 Alpine Acquisition Corporation 10,000,000 Units PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-258063 $100,000,000 Alpine Acquisition Corporation 10,000,000 Units Alpine Acquisition Corporation is a Delaware blank check company for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, wh |
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| August 27, 2021 |
8-A12B 1 ea146540-8a12balpineacq.htm 8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Alpine Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 86-1957639 (State of Incorporation or Organization) (I.R.S. Emplo |
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| August 26, 2021 |
Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 August 26, 2021 VIA EDGAR U. |
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| August 26, 2021 |
CORRESP 1 filename1.htm ALPINE ACQUISITION CORPORATION 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 August 26, 2021 VIA EDGAR Division of Corporation Finance Office of Manufacturing Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Alpine Acquisition Corporation Registration Statement on Form S-1 File No. 333-258063 Ladies and Gentlemen: Pursuant to Rule 4 |
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| August 19, 2021 |
As filed with the Securities and Exchange Commission on August 19, 2021 As filed with the Securities and Exchange Commission on August 19, 2021 Registration No. |
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| July 21, 2021 |
Exhibit 14 ALPINE ACQUISITION CORPORATION CODE OF ETHICS 1. Introduction The Board of Directors (the “Board”) of Alpine Acquisition Corporation (the “Company”) has adopted this code of ethics (this “Code”), which is applicable to all directors, officers, and employees (to the extent that employees are hired in the future) (each a “person,” as used herein) of the Company, with the intent to: ● prom |
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| July 21, 2021 |
EX-10.7 17 fs12021ex10-7alpineacq.htm PROMISSORY NOTE Exhibit 10.7 PROMISSORY NOTE $150,000 As of March 1, 2021 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Payee”) the principal sum of One Hundred Fifty Thousand Dollars and No Cents ($150,000) in lawful money of the United States of America, on the terms and |
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| July 21, 2021 |
Exhibit 4.1 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS ALPINE ACQUISITION CORPORATION CUSIP UNITS CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE-HALF OF ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of common stock, par value $0.0001 per share (“Common Stock”), of Alpine Acquisition Corporation, a Delaware corporation (the “Company”), |
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| July 21, 2021 |
Exhibit 10.6 As of , 2021 Ladies and Gentlemen: Alpine Acquisition Corporation (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). Alpine Acquisition Sponsor |
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| July 21, 2021 |
Form of Administrative Services Agreement Exhibit 10.5 Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 , 2021 [Provider] Ladies and Gentlemen: This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Alpine Acquisition Corporation (the “ |
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| July 21, 2021 |
Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 Graubard Miller The Chrysler Building 405 Lexington Avenue New York, N.Y. 10174-1101 (212) 818-8800 facsimile direct dial number (212) 818-8881 (212) 818-8638 email address [email protected] July 21, 2021 Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, DC 20549 RE: Alpine Acquisition Corp. Draft Registration Statement on Form |
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| July 21, 2021 |
Form of Underwriting Agreement Exhibit 1.1 ALPINE ACQUISITION CORPORATION UNDERWRITING AGREEMENT New York, New York [●], 2021 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: Alpine Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Maxim Group LLC (the “Representative”), as representati |
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| July 21, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made as of , 2021 by and between Alpine Acquisition Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No. 333- (“Registration Statement”) and prospectus (“Prospectus”) for the initia |
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| July 21, 2021 |
Exhibit 99.1 Adopted: , 2021 AUDIT COMMITTEE CHARTER OF ALPINE ACQUISITION CORPORATION Purpose The purposes of the Audit Committee (the “Audit Committee”) of the Board of Directors (“Board”) of Alpine Acquisition Corporation (“Company”) are to assist the Board in monitoring: (1) the integrity of the annual, quarterly, and other financial statements of the Company, (2) the independent auditor’s qua |
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| July 21, 2021 |
BY LAWS ALPINE ACQUISITION CORP. ARTICLE I OFFICES EX-3.3 5 fs12021ex3-3alpineacq.htm BYLAWS Exhibit 3.3 Adopted as of February 8, 2021 BY LAWS OF ALPINE ACQUISITION CORP. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Alpine Acquisition Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC |
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| July 21, 2021 |
Exhibit 4.2 NUMBER SHARES C ALPINE ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF DELAWARE COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF THE PAR VALUE OF $0.0001 EACH OF ALPINE ACQUISITION CORPORATION transferable on the books of the Company in person or by duly authorized attorney upon sur |
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| July 21, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of , 2021 between Alpine Acquisition Corporation, a Delaware corporation, with offices at 10141 N. Canyon View Lane, Fountain Hills, Arizona 85268 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warran |
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| July 21, 2021 |
Form of Registration Rights Agreement between the Registrant and securityholders Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , 2021, by and among Alpine Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”). WHEREAS, the Investors and the Company desire to en |
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| July 21, 2021 |
EX-99.3 22 fs12021ex99-3alpineacq.htm NOMINATING COMMITTEE CHARTER Exhibit 99.3 Adopted: , 2021 NOMINATING COMMITTEE CHARTER OF ALPINE ACQUISITION CORPORATION The responsibilities and powers of the Nominating Committee (the “Nominating Committee”) of the Board of Directors (“Board”) of Alpine Acquisition Corporation (the “Company”), as delegated by the Board, are set forth in this charter. Wheneve |
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| July 21, 2021 |
Exhibit 4.3 NUMBER - (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW) WARRANTS ALPINE ACQUISITION CORPORATION CUSIP WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the ?Warrant(s)?) of Alpine Acquisition Corporation, a Delaware corporation (the ?Company?), expiring at 5:00 p.m., |
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| July 21, 2021 |
Compensation Committee Charter Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ALPINE ACQUISITION CORPORATION I. PURPOSES The Compensation Committee (the ?Committee?) is appointed by the Board of Directors (the ?Board?) of Alpine Acquisition Corporation (the ?Company?) for the purposes of, among other things, (a) discharging the Board?s responsibilities relating to the compensation of the Company |
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| July 21, 2021 |
Exhibit 10.4 INDEMNIFICATION AGREEMENT This agreement, made and entered into effective as of [], 2021 (“Agreement”), by and between Alpine Acquisition Corporation, a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”). WHEREAS, the adoption of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liabilit |
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| July 21, 2021 |
Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ALPINE ACQUISITION CORPORATION Pursuant to Section 102 of the Delaware General Corporation Law I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the ?GCL?), do hereby certify as follows: FIRST: The name of the corporation is |
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| July 21, 2021 |
Exhibit 10.1 , 2021 Alpine Acquisition Corporation 10141 N. Canyon View Lane Fountain Hills, Arizona 85268 Maxim Group LLC 405 Lexington Avenue, 2nd Floor New York, NY 10174 Re: Initial Public Offering Ladies and Gentlemen: This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Alpine Acqui |
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| July 21, 2021 |
As filed with the Securities and Exchange Commission on July 21, 2021 As filed with the Securities and Exchange Commission on July 21, 2021 Registration No. |
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| July 21, 2021 |
Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPINE ACQUISITION CORPORATION Pursuant to Section 242 and 245 of the Delaware General Corporation Law Alpine Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), by its Chief Executive Officer, hereby certifies as follows: 1. The name of the Corporation is “Alpine |
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| April 28, 2021 |
BY LAWS ALPINE ACQUISITION CORP. ARTICLE I OFFICES EX-3.3 3 filename3.htm Exhibit 3.3 Adopted as of February 8, 2021 BY LAWS OF ALPINE ACQUISITION CORP. ARTICLE I OFFICES 1.1 Registered Office. The registered office of Alpine Acquisition Corp. (the “Corporation”) in the State of Delaware shall be established and maintained at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, County of New Castle and Vcorp Services, LLC shall be the regist |
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| April 28, 2021 |
This Draft Registration Statement has not been filed with the Securities and Exchange Commission and all information contained herein remains confidential. |
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| April 28, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF INCORPORATION OF ALPINE ACQUISITION CORPORATION Pursuant to Section 102 of the Delaware General Corporation Law I, the undersigned, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware (the “GCL”), do hereby certify as follows: FIRST: The nam |
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| April 28, 2021 |
EX-10.7 4 filename4.htm Exhibit 10.7 PROMISSORY NOTE $150,000 As of March 1, 2021 Alpine Acquisition Corporation (“Maker”) promises to pay to the order of Alpine Acquisition Sponsor LLC or its successors or assigns (“Payee”) the principal sum of One Hundred Fifty Thousand Dollars and No Cents ($150,000) in lawful money of the United States of America, on the terms and conditions described below. 1 |
