Alpine Acquisition Corporation filed SEC Form 8-K: Other Events
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Item 8.01. Other Events
As previously disclosed, on May 18, 2022, Alpine Acquisition Corporation, a Delaware corporation (“Alpine”), entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”), with AAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Alpine (“Merger Sub”), and Two Bit Circus, Inc., a Delaware corporation (“TBC”). Pursuant to the Merger Agreement, Merger Sub was to merge with and into TBC, with TBC surviving the merger as a wholly-owned subsidiary of Alpine. Concurrently with the execution of the Merger Agreement, Alpine entered into a Purchase and Sale Agreement (as amended, the “Hotel Purchase Agreement”, and collectively with the Merger Agreement the “Business Combination Agreements”) with Pool IV Finance LLC, Pool IV TRS LLC and PHF II Stamford LLC pursuant to which Alpine was to purchase the Hilton Stamford Hotel & Executive Meeting Center and the Crowne Plaza Denver Airport Convention Center Hotel simultaneously with the closing of the Merger.
Alpine has determined that it will be unable to consummate the transactions contemplated by the Business Combination Agreements within the required time period and therefore has determined to cancel its special meeting in lieu of an annual meeting of stockholders called to approve such transactions. Alpine will now commence the process of liquidating its assets in accordance with its amended and restated certificate of incorporation. Alpine’s warrants will expire worthless.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 29, 2023
| ALPINE ACQUISITION CORPORATION | |||
| By: | /s/ Kim Schaefer | ||
| Name: | Kim Schaefer | ||
| Title: | Chief Executive Officer | ||
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