Blog: ALPINE ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 7.01 Regulation FD Disclosure

As previously disclosed, on May 18, 2022, Alpine Acquisition Corporation, a
Delaware corporation (“Alpine”), entered into an Agreement and Plan of Merger
(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 (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.

Attached as Exhibit 99.1 to this Current Report is an updated investor
presentation that will be used to discuss the Transactions with certain of
Alpine’s stockholders and other persons interested in purchasing Alpine’s
securities in connection with the Transactions.

The information set forth in this Item 7.01, including the exhibit attached
hereto, is intended to be furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act or the
Exchange Act, except as expressly set forth by specific reference in such
filing.

Cautionary Note Regarding Forward Looking Statements

None of Alpine, TBC, Hotel Sellers, or any of their respective affiliates makes
any representation or warranty as to the accuracy or completeness of the
information contained in this Current Report on Form 8-K. This Current Report on
Form 8-K is not intended to be all-inclusive or to contain all the information
that a person may desire in considering the proposed Transactions discussed
herein. It is not intended to form the basis of any investment decision or any
other decision in respect of the proposed Transactions.

This Current Report on Form 8-K and the exhibit furnished herewith includes
“forward-looking statements” within the meaning of the federal securities laws
with respect to the proposed transactions between Alpine and TBC and Hotel
Sellers respectively, including statements regarding the benefits of the
transaction, the anticipated timing of the Transactions, the business of TBC and
the markets in which it and the Hotels operate. Actual results may differ from
expectations, estimates and projections and consequently, you should not rely on
these forward-looking statements as predictions of future events. These
forward-looking statements generally are identified by the words “aspire,”
“expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “will be,” “will continue,” “will likely result,”
“could,” “should,” “believe(s),” “predicts,” “potential,” “continue,” “future,”
“opportunity,” “strategy,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, Alpine’s, TBC’s, and Hotel Sellers’ expectations with respect to
future performance and anticipated financial impacts of the proposed
Transactions.



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These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected
results. Most of these factors are outside Alpine’s, TBC’s, and Hotel Sellers’
control and are difficult to predict. Factors that may cause such differences
include, but are not limited to: the risk that the benefits of the Business
Combination may not be realized; the risk that the Business Combination may not
be completed in a timely manner or at all, which may adversely affect the price
of Alpine’s securities; the failure to satisfy the conditions to the
consummation of the Business Combination, including the failure of Alpine’s
stockholders to approve and adopt the Merger Agreement or the failure of Alpine
to satisfy the Minimum Cash Condition following redemptions by its stockholders;
the occurrence of any event, change or other circumstance that could give rise
to the termination of the Merger Agreement or Hotel Purchase Agreement; the
outcome of any legal proceedings that may be initiated following announcement of
the Business Combination; any issue regarding the combined company’s continued
listing on a national securities exchange after Closing; the risk that the
proposed Transactions disrupt current plans and operations of TBC as a result of
the announcement and consummation of the Business Combination; costs related to
the Business Combination; changes in applicable laws or regulations; the
possibility that the combined company may be adversely affected by other
economic, business, and/or competitive factors; the impact of COVID-19 or other
adverse public health developments; and other risks and uncertainties that will
be detailed in the Proxy Statement/Prospectus (as defined below) and as
indicated from time to time in Alpine’s filings 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.

Alpine, TBC, and Hotel Sellers caution that the foregoing list of factors is not
exclusive. Alpine, TBC, and Hotel Sellers caution readers not to place undue
reliance upon any forward-looking statements, which speak only as of the date
made. None of Alpine, TBC, or Hotel Seller undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is based.

Additional Information and Where to Find It

This document is not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the transaction
and does not constitute an offer to sell, buy, or exchange or the solicitation
of an offer to sell, buy, or exchange any securities or the solicitation of any
vote or approval in any jurisdiction, nor shall there be any sale, purchase, or
exchange of securities or solicitation of any vote or approval in any
jurisdiction in contravention of applicable law.

In connection with the proposed transactions between Alpine and TBC and Hotel
Sellers respectively, Alpine has filed with the SEC a registration statement on
Form S-4 which includes New TBC’s prospectus as well as Alpine’s proxy statement
(the “Proxy Statement/Prospectus”). Alpine plans to mail the definitive Proxy
Statement/Prospectus to its stockholders in connection with the transaction.
INVESTORS AND SECURITYHOLDERS OF Alpine ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE
SEC CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT ALPINE, TBC, THE HOTELS, THE TRANSACTION AND RELATED MATTERS.
Investors and securityholders will be able to obtain free copies of the Proxy
Statement/Prospectus (when available) and other documents filed with the SEC by
New TBC and Alpine through the website maintained by the SEC at http://www.sec.gov. In
addition, investors and securityholders will be able to obtain free copies of
the documents filed with the SEC on Alpine’s website at
https://alpineacquisitioncorp.com/investors or by directing a written request to
Alpine at 10141 N. Canyon View Lane, Fountain Hills, Arizona 85268.



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Participants in the Solicitation

Alpine, TBC, and certain of their respective directors, executive officers, and
employees may be considered to be participants in the solicitation of proxies in
connection with the transaction. Information regarding the persons who may,
under the rules of the SEC, be deemed participants in the solicitation of the
stockholders of Alpine in connection with the transaction, including a
description of their respective direct and indirect interests, by security
holdings or otherwise, is included in the Proxy Statement/Prospectus described
above. Additional information regarding Alpine’s directors and executive
officers can also be found in Alpine’s final prospectus dated August 19, 2021
and declared effective by the SEC on August 30, 2021. These documents are
available free of charge as described above.

Non-GAAP Financial Information

Some of the financial information and data contained in the exhibit furnished
herewith does not conform to SEC Regulation S-X in that it includes certain
financial information not derived in accordance with GAAP. Accordingly, such
information and data will be adjusted and presented differently in the Proxy
Statement/Prospectus. Alpine and TBC believe that the presentation of non-GAAP
measures provides information that is useful to investors as it indicates more
clearly the ability of TBC to meet capital expenditures and working capital
requirements and otherwise meet its obligations as they become due and
facilitates comparison of the results of its business operations between its
current, past, and projected future periods.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits:



Exhibit   Description
99.1        Investor Presentation
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




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