Alpine Acquisition Corporation Announces Intention to Further Adjourn Special Meeting of Stockholders
03/14/2023 - 04:30 PM
Expected to Reconvene March 28, 2023 at 12:00 p.m. Eastern Time
FOUNTAIN HILLS, ARIZONA, March 14, 2023 (GLOBE NEWSWIRE) -- 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.
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
