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) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
10141 N. Canyon View Lane
Fountain Hills, Arizona 85268
(Address of Principal Executive Offices) (Zip Code)
(703) 899-1028
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of common stock and one-half of one redeemable warrant | REVEU | The Nasdaq Stock Market LLC | ||
| Common stock, par value $0.0001 per share | REVE | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share | REVEW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
As previously disclosed, on February 24, 2023, Alpine Acquisition Corp. (the “Company”) adjourned its special meeting in lieu of an annual meeting of stockholders (the “Special Meeting”) scheduled for February 24, 2023 at 10:00 a.m., to February 28, 2023 at 2:00 p.m., at which time it adjourned the Special Meeting to March 16, 2023 at 12:00 p.m. The Special Meeting is being held to consider the Company’s proposed business combination with Two Bit Circus Inc. On March 16, 2023, the Company adjourned the Special Meeting until March 28, 2023 at 12:00 PM to give the Company additional time to engage with its stockholders and finalize terms in connection with the proposed business combination.
1
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 16, 2023
| ALPINE ACQUISITION CORPORATION | |||
| By: | /s/ Kim Schaefer | ||
| Name: | Kim Schaefer | ||
| Title: | Chief Executive Officer | ||
2