FOUNTAIN HILLS, AZ, Nov. 30, 2022 (GLOBE NEWSWIRE) -- Alpine Acquisition Corporation (NASDAQ: REVE) (“Alpine” or the “Company”) announced today that its sponsor, Alpine Acquisition Sponsor LLC (the “Sponsor”), requested that the Company extend the date by which it has to consummate a business combination from December 2, 2022 to March 2, 2023 (the “Extension”). The Extension is the second of up to two three-month extensions permitted under the Company’s governing documents. In connection with such Extension, the Sponsor has notified the Company that it intends to cause an aggregate of $1,070,000 to be deposited into the Company's trust account established in connection with the Company’s initial public offering on or before December 2, 2022.
As previously announced, on May 18, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with AAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and Two Bit Circus, Inc., a Delaware corporation (“Two Bit Circus” or “TBC”). Pursuant to the Merger Agreement, Merger Sub will merge with and into TBC, with TBC surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”). Concurrently with the execution of the Merger Agreement, the Company entered into a Purchase and Sale Agreement (“Hotel Purchase Agreement”) by and among Pool IV Finance LLC, Pool IV TRS LLC and PHF II Stamford LLC, as sellers (“Hotel Sellers”), and the Company, as purchaser, for the purchase and sale of the Hilton Stamford Hotel & Executive Meeting Center and the Crowne Plaza Denver Airport Convention Center Hotel (together, the “Hotels”).
The transaction is subject to the satisfaction of customary closing conditions, including the approval of the Company’s stockholders.
About Alpine Acquisition Corporation
Alpine is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities.
For more information, visit www.alpineacquisitioncorp.com
Forward-Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed business combination, including statements regarding the benefits of the proposed business combination, the anticipated timing of the proposed business combination, the services offered by Two Bit Circus and the markets in which Two Bit Circus operates, business strategies, debt levels, industry environment, potential growth opportunities, the effects of regulations and Alpine’s or Two Bit Circus’ projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “forecast,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions (including the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the proposed business combination may not be completed in a timely manner or at all, which may adversely affect the price of Alpine’s securities; (ii) the risk that the proposed business combination may not be completed by Alpine’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Alpine; (iii) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval of the proposed business combination by Alpine’s stockholders, the satisfaction of the minimum trust account amount following redemptions by Alpine’s public stockholders and the receipt of certain governmental and regulatory approvals; (iv) the effect of the announcement or pendency of the proposed business combination on Alpine’s or Two Bit Circus’ business relationships, performance, and business generally; (v) risks that the proposed business combination disrupts current plans of Two Bit Circus; (vi) the outcome of any legal proceedings that may be instituted against Alpine or Two Bit Circus related to the proposed business combination; (vii) the ability to maintain the listing of Alpine’s securities on the NASDAQ; (viii) the price of Alpine’s securities; and (ix) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, and identify and realize additional opportunities. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that are described in Alpine’s proxy statement/prospectus contained in the Registration Statement (defined below), including those under “Risk Factors” therein, and other documents filed by Alpine from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Alpine and Two Bit Circus assume no obligation and, except as required by law, do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Alpine nor Two Bit Circus gives any assurance that either Alpine or Two Bit Circus will achieve its expectations.
Additional Information and Where to Find It
In connection with the proposed business combination, Alpine has filed a registration statement on Form S-4 (the “Registration Statement”) that includes a proxy statement and prospectus of Alpine. The proxy statement/prospectus will be sent to all Alpine stockholders as of a record date to be established for voting on the proposed business combination and the other matters to be voted upon at a meeting of Alpine’s stockholders to be held to approve the proposed business combination and other matters (the “Special Meeting”). Alpine may also file other documents regarding the proposed business combination with the SEC. The definitive proxy statement/prospectus will contain important information about the proposed business combination and the other matters to be voted upon at the Special Meeting and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. Before making any voting decision, investors and security holders are urged to read the Registration Statement, the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed business combination as they become available because they will contain important information about the proposed business combination and related matters.
Investors and security holders will be able to obtain free copies of the proxy statement/prospectus/consent solicitation statement and all other relevant documents filed or that will be filed with the SEC by Alpine through the website maintained by the SEC at www.sec.gov.
Participants in Solicitation
Alpine and Two Bit Circus and their respective directors and officers may be deemed to be participants in the solicitation of proxies from Alpine’s stockholders in connection with the proposed business combination. Information about Alpine’s directors and executive officers and their ownership of Alpine’s securities is set forth in Alpine’s filings with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the proposed business combination may be obtained by reading the proxy statement/prospectus/consent solicitation statement regarding the proposed business combination when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
Disclaimer
This document relates to a proposed business combination. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Alpine Acquisition Corporation
Investor Relations Contact:
Alex Lombardo
(703)899-1028
alex.lombardo@alpinesponsor.com
