Alpine Acquisition Corporation Announces Intention to Further Adjourn Special Meeting of Stockholders
14 Mars 2023 - 9:30PM
Alpine Acquisition Corporation (“Alpine” or the “Company”) (Nasdaq:
REVE) announced today that it intends to further adjourn its
Special Meeting of Stockholders (the “Special Meeting”) currently
scheduled for March 16, 2023 to provide the Company additional time
to complete the items necessary to consummate the Company’s
proposed business combination with Two Circus Inc. (as described
further below) to be voted upon at the Special Meeting and to
further engage with current and potential stockholders.
The Company intends to adjourn the Special Meeting to March 28,
2023, at 12:00 p.m., and the redemption deadline would then be
extended until March 24, 2023. The Special Meeting was
previously convened and adjourned on February 24, 2023 at 10:00
a.m. and February 28, 2023 at 2:00 p.m. The record date for
determining stockholders eligible to vote at the Special Meeting
remains January 3, 2023.
Alpine encourages any eligible stockholder that has not yet
voted their shares or provided voting instructions to their broker
or other record holder to do so promptly. No action is required by
any stockholder who has previously delivered a proxy and who does
not wish to change their vote.
Further Information about the Business
Combination
On May 18, 2022, 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 will merge
with and into TBC, with TBC surviving the merger as a wholly-owned
subsidiary of Alpine (the “Merger”). As a result of the Merger, and
upon consummation of the Merger and the other transactions
contemplated by the Merger Agreement including the Hotel Purchase
(as defined below) (together with the Merger, the “Transactions” or
“Business Combination”), TBC will become a wholly-owned subsidiary
of Alpine and the stockholders of TBC will become stockholders of
Alpine. TBC is a Los Angeles-based experiential entertainment
company that is affiliated with certain members of Alpine’s
management team.
Concurrently with the execution of the Merger Agreement as
contemplated therein, 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 (“Hotel Sellers”) pursuant to which Alpine will
purchase (the “Hotel Purchase”) the Hilton Stamford Hotel &
Executive Meeting Center and the Crowne Plaza Denver Airport
Convention Center Hotel (collectively, the “Hotels”) simultaneously
with the closing of the Merger.
Additional Information and Where to Find It
On February 7, 2023, the Company filed the Notice of Special
Meeting and Proxy Statement (the “Proxy Statement”) and definitive
form of proxy card with the United States Securities and Exchange
Commission (the “SEC”) in connection with its solicitation of
proxies from the Company’s stockholders. Investors and stockholders
are strongly encouraged to read the Proxy Statement, the
accompanying proxy card, and other documents filed by the Company
in their entirety, as they contain important
information.Stockholders can obtain copies of the Proxy Statement,
any amendments or supplements to the Proxy Statement, and other
documents filed by the Company with the SEC for no charge at the
SEC’s website at www.sec.gov. Copies are also available at no
charge on the Investors section of our website at
www.alpineacquisitioncorp.com. You may also obtain additional
copies of the Proxy Statement and other proxy solicitation
materials by contacting Alpine’s proxy solicitor, Morrow Sodali
LLC, at (800) 662-5200 or email at
REVE.info@investor.morrowsodali.com.
Forward-Looking Statements
This press release includes forward-looking statements that
involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking
statements are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements.
These forward-looking statements and factors that may cause such
differences include, without limitation, the risks and
uncertainties indicated from time to time in the Company’s filings
with the SEC. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the
date made. The Company expressly disclaims any obligations or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in the Company’s expectations with respect thereto or any change in
events, conditions or circumstances on which any statement is
based.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities.
This communication shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any states or jurisdictions in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act or an exemption therefrom.
Elan Blutinger(212) 818-8800elan.blutinger@alpinesponsor.com
Alpine Acquisition (NASDAQ:REVE)
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