424B3 1 f424b30223_alpineacquisition.htm PROSPECTUS

Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-266850

PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
OF
ALPINE ACQUISITION CORPORATION

PROSPECTUS FOR UP TO 6,910,000 SHARES OF COMMON STOCK

Alpine Acquisition Corporation, a Delaware corporation (“Alpine”), has 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”). Concurrently with the execution of the Merger Agreement, Alpine entered into a Purchase and Sale Agreement (“Hotel Purchase Agreement”) by and among Pool IV Finance LLC, Pool IV TRS LLC and PHF II Stamford LLC, as sellers (“Hotel Sellers”), and Alpine, as purchaser, for the purchase and sale of the Hilton Stamford Hotel & Executive Meeting Center and the Crowne Plaza Denver Airport Convention Center Hotel (together, the “Hotels”). The transactions contemplated by the Hotel Purchase Agreement are referred to herein collectively as the “Hotel Purchase” and the Merger and Hotel Purchase are sometimes referred to as the “Business Combination.” In connection with the Business Combination, Alpine will change its name to “Two Bit Entertainment Corp.” We refer to Alpine after the consummation of the Business Combination as “New TBC”.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of TBC common stock (“Existing TBC Common Stock”) issued and outstanding immediately before the Effective Time (other than such Existing TBC Common Stock as may be held by Alpine or in treasury by TBC, which shares shall be cancelled pursuant to the Merger Agreement (the “Cancelled Shares”), and TBC Common Stock held by holders who exercise dissenters’ rights under Section 262 of the Delaware General Corporations Law (“Dissenting Shares”)) will be converted into and become the right to receive a number of shares of New TBC common stock, par value $0.0001 per share (“New TBC Common Stock”), equal to (a) (i) (I) $49,600,000, minus (II) the aggregate outstanding balance of the convertible promissory notes issued by TBC between October 19, 2021 and March 24, 2022 with an initial principal balance of $5,010,000 (“TBC Convertible Notes”) that are not converted into shares of TBC Common Stock immediately prior to the Closing, divided by (ii) $10.00, divided by (b) the number of shares of TBC Common Stock issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares and Dissenting Shares) (the “Merger Consideration Shares”). TBC currently has certain outstanding derivative securities (“TBC Derivative Securities”) exchangeable for or convertible into TBC Common Stock. Pursuant to the Merger Agreement, prior to the Effective Time, all TBC Derivative Securities shall be exercised for or converted into shares of TBC Common Stock and treated as described above or terminated.

Pursuant to the Hotel Purchase Agreement, Alpine will acquire the Hotels and related property for an aggregate purchase price of $65,000,000 (“Purchase Price”), payable in the form of (x) $45,500,000 of cash (the “Cash Payment”) and (y) 1,950,000 shares of New TBC Common Stock (equal to $19,500,000 divided by $10.00) (the “Hotel Purchase Consideration Shares”).

Immediately after the Effective Time, without taking into effect shares of New TBC Common Stock which may be issued upon the exercise of outstanding warrants of Alpine and shares that may be issued under the proposed Long-Term Incentive Equity Plan, the current stockholders of Alpine (excluding Alpine Acquisition Sponsor LLC, Alpine’s sponsor (the “Sponsor”), and Alpine’s officers, directors and advisors which will hold 10.3% of the issued and outstanding New TBC Common Stock) will hold approximately 64.6% of the issued and outstanding New TBC Common Stock, TBC’s stockholders prior to the Merger will hold approximately 18.0% of the issued and outstanding New TBC Common Stock, and the Hotel Sellers will hold approximately 7.1% of the issued and outstanding New TBC Common Stock, which pro forma ownership assumes (i) no holders of Alpine common stock issued in Alpine’s initial public offering (“Public Shares”) exercise their redemption rights and that an aggregate of 7,115,500 shares of New TBC Common Stock are issued as a bonus dividend to such holders of Public Shares for not exercising such redemption rights; (ii) all Existing TBC Convertible Notes are converted into Existing TBC Common Stock immediately prior to the Effective Time, (iii) that 4,960,000 Merger Consideration Shares are issued as consideration to equity holders of TBC; (iv) that there are 27,575,500 shares of New TBC Common Stock outstanding following the consummation of the Business Combination. After taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages would be approximately 29.2%, 0%, 50.8% and 20.0%, respectively. If the maximum number of Public Shares are redeemed as provided for in Alpine’s amended and restated certificate of incorporation, without taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages will be approximately 29.2%, 0%, 50.8%, and 20.0%, respectively. After taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages would be approximately 71.1%, 47.5%, 44.0% and 17.3%, respectively. See the section titled “The Business Combination Proposal — Structure of the Business Combination” for more information.

Proposals to approve the Merger Agreement, the Hotel Purchase Agreement and the other matters discussed in this proxy statement/prospectus will be presented at a special meeting in lieu of an annual meeting of Alpine stockholders scheduled to be held on February 24, 2023 in virtual format.

Alpine’s units, common stock and warrants are publicly traded on the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “REVEU” “REVE” and “REVEW.” In connection with the Business Combination, Alpine intends to apply to have the New TBC Common Stock and Warrants listed on Nasdaq. Alpine’s Units will separate into their constituent securities in connection with the Business Combination and cease trading and we expect New TBC’s Common Stock and Warrants to trade under the same trading symbols as Alpine’s Common Stock and Warrants following consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the New TBC Common Stock is approved for listing on Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the parties to the Merger Agreement.

Alpine is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about Alpine and TBC and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 34 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination, the issuance of shares of New TBC Common Stock in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated February 7, 2023, and is first being mailed to stockholders of Alpine on or about such date.

 

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ALPINE ACQUISITION CORPORATION

NOTICE OF THE SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON 
FEBRUARY 24, 2023

TO THE STOCKHOLDERS OF ALPINE ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of an annual meeting (the “Special Meeting”) of the stockholders of Alpine Acquisition Corporation, a Delaware corporation (“Alpine”), will be held on February 24, 2023, at 10:00 a.m. Eastern Time, via a virtual meeting. The Special Meeting will be completely virtual. You may attend the Special Meeting and vote your shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/alpineacquisitioncorp/2023. You will need the control number that is printed on your proxy card to enter the Special Meeting. Alpine recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.

As previously disclosed, Alpine has entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among Alpine, 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 which Merger Sub will merge with and into TBC, with TBC surviving the merger (“Merger”). As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement, TBC will become a wholly-owned subsidiary of Alpine and the stockholders of TBC will become stockholders of Alpine.

Concurrently with the execution of the Merger Agreement, Alpine entered into a Purchase and Sale Agreement (“Hotel Purchase Agreement”), by and among Pool IV Finance LLC, Pool IV TRS LLC and PHF II Stamford LLC, as sellers (“Hotel Sellers”), and Alpine, as purchaser. Pursuant to the Hotel Purchase Agreement, Alpine will purchase the Hilton Stamford Hotel & Executive Meeting Center and the Crowne Plaza Denver Airport Convention Center Hotel (together, the “Hotels”). The purchase price (the “Purchase Price”) for the Hotels and related Property (as defined below) is $65,000,000, payable in the form of (x) $45,500,000 in cash (the “Cash Payment”), and (y) 1,950,000 Hotel Purchase Consideration Shares (equal to $19,500,000 divided by $10.00). The acquisition of the Hotels (the “Hotel Purchase”), together with the Merger, is sometimes referred to herein as the “Business Combination.” We refer to Alpine after the consummation of the Business Combination as “New TBC”.

At the Special Meeting, Alpine’s stockholders will be asked to approve the Business Combination contemplated by the Merger Agreement and Hotel Purchase Agreement and any and all other business that may properly come before the Special Meeting or any continuation, postponement or adjournment thereof, as follows:

1.      The Business Combination Proposal — To consider and vote upon a proposal to approve the Merger Agreement, the Hotel Purchase Agreement and the transactions contemplated thereby. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and a copy of the Hotel Purchase Agreement is attached as Annex B (Proposal No. 1);

2.      The Charter Proposals — To consider and vote upon separate proposals to approve amendments to Alpine’s amended and restated certificate of incorporation (“Existing Charter”), which amendments will be effective upon the consummation of the Business Combination and will be embodied in a second amended and restated certificate of incorporation of New TBC (the “Proposed Charter”), to: (a) increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares and increase the number of authorized shares of preferred stock from 1,000,000 shares to 5,000,000 shares; (b) change Alpine’s name from “Alpine Acquisition Corporation” to “Two Bit Entertainment Corp.”; (c) indicate that no director or officer shall be liable to New TBC or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such an exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law; and (d) remove the various provisions applicable only to special purpose acquisition companies that will no longer be applicable to Alpine after the consummation of the Business Combination. A copy of the Proposed Charter effectuating the foregoing amendments is attached to this proxy statement/prospectus as Annex C (Proposal Nos. 2.A through 2.D);

 

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3.      The Director Election Proposal — To consider and vote upon a proposal to elect seven (7) directors to serve on the board of directors of New TBC until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter (Proposal No. 3);

4.      The Nasdaq Proposal — To consider and vote upon a proposal, as required by the rules of the Nasdaq Stock Market, to approve the issuance of New TBC Common Stock in the Business Combination in an amount greater than 20% of the number of shares of Alpine common stock before such issuances (Proposal No. 4);

5.      The Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the 2022 Long-Term Incentive Equity Plan. A copy of the Long-Term Incentive Equity Plan is attached to this proxy statement/prospectus as Annex D (Proposal No. 5); and

6.      The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if it is determined by Alpine that more time is necessary to consummate the Business Combination for any reason (Proposal No. 6).

Only holders of record of Alpine common stock, par value $0.0001 per share (“Alpine Common Stock”), at the close of business on January 3, 2023 are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Alpine stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at the principal executive offices of Alpine for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting. The eligible Alpine stockholder list will also be available at that time on the Special Meeting website for examination by any stockholder attending the Special Meeting live audio webcast.

Alpine’s officers, directors and advisors, as well as Alpine Acquisition Sponsor LLC (the “Sponsor”), a Delaware limited liability company of which Elan Blutinger, Alpine’s Chairman of the Board, is the managing member and Alpine’s officers and directors are members (collectively, the “Alpine Insiders”), have agreed to vote all shares of Alpine Common Stock held by them in favor of the Business Combination Proposal. As of the record date for the Special Meeting, these holders together beneficially owned and were entitled to vote an aggregate of 2,675,000 shares of Alpine Common Stock, which currently constitutes approximately 20.0% of the outstanding shares of Alpine Common Stock. In addition to the shares held by the Alpine Insiders, Alpine would need 4,100,001 shares, or approximately 38.3% of the 10,700,000 shares of Alpine Common Stock sold in Alpine’s initial public offering (the “IPO”), to be voted in favor of the Business Combination Proposal in order for it to be approved, assuming all outstanding shares are voted on such proposal and the shares of Common Stock held by Maxim Group LLC, the representative of the underwriters in Alpine’s IPO, are not voted in favor of the Business Combination Proposal. If only a quorum of shares of Alpine Common Stock is present at the Special Meeting, Alpine would need only approximately 712,501 shares, or approximately 6.7% of the Alpine Common Stock, to be voted in favor of the Business Combination Proposal in addition to the Alpine Insiders in order for it to be approved. The Alpine Insiders have also indicated that they intend to vote their Alpine Common Stock in favor of all other proposals being presented by Alpine at the Special Meeting.

Pursuant to Alpine’s Existing Charter, Alpine will provide holders (“public stockholders”) of Alpine Common Stock sold in the IPO (“Public Shares”) with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”), which holds the proceeds of the IPO and concurrent private placement of warrants as of two (2) business days prior to the anticipated consummation of the Business Combination (including interest earned on the funds held in the Trust Account and not previously released to Alpine to pay taxes) upon the closing of the Business Combination. The per-share amount Alpine will distribute to public stockholders who properly redeem their shares will not be reduced by the deferred underwriting commissions that Alpine is required to pay to the underwriters of Alpine’s IPO. For illustrative purposes, based on funds in the Trust Account of approximately $112.9 million on the record date, the estimated per share redemption price would have been approximately $10.51. Public stockholders may elect to redeem their shares regardless of whether they vote for or against the Business Combination Proposal, or do not vote at all, or are not holders of record on the record date. This means that any public stockholder holding Public Shares may exercise redemption rights regardless of whether they are entitled to vote on the Business Combination Proposal and regardless of whether they vote at all. Notwithstanding the foregoing, a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the Public Shares. At the time of Alpine’s IPO, as

 

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a condition to their purchase of Alpine Common Stock, the Alpine Insiders agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of Alpine Common Stock they may hold. In order to reduce the number of Public Shares being sought for redemption, Alpine has agreed to issue a dividend of 0.665 shares of New TBC Common Stock (the “Bonus Dividend”) to the holders of Public Shares for each Public Share that is not sought to be redeemed in connection with the Business Combination. The Bonus Dividend would be paid to each holder of Public Shares of record on the day following the consummation of the Business Combination. Accordingly, the Bonus Dividend would not be paid to the Alpine Insiders, the security holders of TBC and the Hotel Sellers as they would not be holders of Public Shares (except to the extent they purchased any Public Shares prior to the record date).

Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Alpine Common Stock on the record date present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote on such matter. Approval of each of the Charter Proposals will require the affirmative vote of the holders of a majority of the outstanding shares of Alpine Common Stock on the record date. Approval of the election of each of the seven (7) directors nominated in the Director Election Proposal requires a plurality of the votes cast at the Special Meeting. The Alpine board of directors has approved each of the proposals.

As of the record date, there was approximately $112.9 million in the Trust Account, which Alpine intends to use for the purposes of consummating the Business Combination described in this proxy statement/prospectus and to pay $3,745,000 in deferred underwriting commissions to the underwriters of Alpine’s IPO. Each redemption of Public Shares will decrease the amount in the Trust Account. Alpine will not consummate the Business Combination if the redemption of Public Shares would result in Alpine’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule) as of immediately prior to or upon consummation of the Business Combination. Additionally, consummation of the Business Combination is conditioned upon, among other things, approval of the Charter Proposals and Nasdaq Proposal.

The closing of the Merger and Hotel Purchase is conditioned on approval of the Business Combination Proposal, each of the Charter Proposals, and the Nasdaq Proposal. If any of these proposals is not approved and the applicable closing condition in the Merger Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote. The Incentive Plan Proposal and Director Proposal are conditioned on the approval of the Business Combination Proposal, each Charter Proposal, and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. The proxy statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus carefully.

The Alpine board of directors has set January 3, 2023 as the record date for the Special Meeting. Only holders of record of shares of Alpine Common Stock at the close of business on January 3, 2023 will be entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the Special Meeting may attend the meeting virtually and is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of Alpine Common Stock.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF ALPINE COMMON STOCK YOU OWN. Whether or not you plan to attend the Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The Alpine board of directors has approved the Merger Agreement, the Hotel Purchase Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” each of the Charter Proposals, “FOR” the election of each of the seven (7) directors nominated by management in the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal, if presented.

If you have any questions or need assistance with voting, please contact Alpine’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 or email at REVE.info@investor.morrowsodali.com.

 

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If you plan to attend the Special Meeting and are a beneficial investor who owns your investments through a bank or broker, you will need to contact Continental Stock Transfer & Trust Company to receive a control number. Please read carefully the sections in the proxy statement/prospectus regarding attending and voting at the Special Meeting to ensure that you comply with these requirements.

 

BY ORDER OF THE BOARD OF DIRECTORS

   

/s/ Elan Blutinger

   

Elan Blutinger
Chairman of the Board

 

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TABLE OF CONTENTS

 

Page

BASIS OF PRESENTATION AND GLOSSARY

 

1

QUESTIONS AND ANSWERS

 

4

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

 

14

SELECTED HISTORICAL FINANCIAL INFORMATION OF ALPINE

 

26

SELECTED HISTORICAL FINANCIAL AND OTHER DATA FOR TBC

 

28

FORWARD-LOOKING STATEMENTS

 

31

RISK FACTORS

 

34

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL Information

 

56

SPECIAL MEETING OF STOCKHOLDERS

 

66

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

 

74

PROPOSALS NO. 2.A THROUGH 2.D — THE CHARTER PROPOSALS

 

126

PROPOSAL NO. 3 — THE DIRECTOR ELECTION PROPOSAL

 

128

PROPOSAL NO. 4 — THE NASDAQ PROPOSAL

 

136

PROPOSAL NO. 5 — THE INCENTIVE PLAN PROPOSAL

 

138

PROPOSAL NO. 6 — THE ADJOURNMENT PROPOSAL

 

145

U.S. FEDERAL INCOME TAX CONSIDERATIONS

 

146

INFORMATION ABOUT ALPINE

 

154

ALPINE’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

163

INFORMATION ABOUT TBC

 

167

TBC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

175

INFORMATION ABOUT THE HOTELS

 

182

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR THE HOTELS

 

184

EXECUTIVE AND DIRECTOR COMPENSATION

 

202

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF NEW TBC

 

205

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

 

209

DESCRIPTION OF NEW TBC CAPITAL STOCK

 

211

EXPERTS

 

218

LEGAL MATTERS

 

218

OTHER MATTERS

 

218

APPRAISAL RIGHTS

 

218

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

 

218

WHERE YOU CAN FIND MORE INFORMATION

 

219

INDEX TO FINANCIAL STATEMENTS

 

F-1

Annex A:

 

Merger Agreement by and among Alpine, Merger Sub and TBC

 

A-1

Annex B:

 

Hotel Purchase Agreement by and among Alpine and Hotel Sellers

 

B-1

Annex C:

 

Form of Second Amended and Restated Certificate of Incorporation of New TBC

 

C-1

Annex D:

 

Form of 2022 Long-Term Incentive Equity Plan

 

D-1

Annex E:

 

Fairness Opinion of McLean Valuation Services Group, LLC

 

E-1

Annex F:

 

Fairness Opinion of R.M. Woodworth & Associates, LLC

 

F-1

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BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:

        “Alpine” means Alpine Acquisition Corporation, a Delaware corporation, before giving effect to the Business Combination;

        “Board” means the board of directors of Alpine before the Business Combination or New TBC after the Business Combination;

        “Bonus Dividend” means the 0.655 share dividend of New TBC Common Stock to be issued to the holders of Public Shares for each Public Share that is not sought to be redeemed in connection with the Business Combination.

        “Business Combination” means the transactions contemplated by the Merger Agreement and the Hotel Purchase Agreement, including the Merger and the Hotel Purchase;

        “Cash Payment” means the $45,500,000 cash paid to the Hotel Sellers as part of the Purchase Price for the Hotels;

        “Common Stock” means common stock of Alpine, par value $0.0001 per share, before giving effect to the Business Combination;

        “DGCL” means the General Corporation Law of the State of Delaware;

        “Effective Time” means the time at which the Merger becomes effective;

        “Exchange Act” means the Securities Exchange Act of 1934, as amended;

        “Existing TBC Common Stock” means the common stock of TBC, par value $0.0001 per share;

        “Existing TBC Convertible Notes” means the convertible promissory notes issued by TBC between October 19, 2021 and March 24, 2022 with an initial principal balance of $5,010,000;

        “Hotel Purchase” means the purchase and sale of the Hotels;

        “Hotel Purchase Agreement” means the Purchase and Sale Agreement, dated as of May 18, 2022 and amended on August 26, 2022 (as it may be amended further from time to time), by and among Pool IV Finance LLC, Pool IV TRS LLC and PHF II Stamford LLC, as sellers, and Alpine, as purchaser;

        “Hotel Purchase Consideration Shares” means the 1,950,000 shares of New TBC Common Stock issued to the Hotel Sellers as part of the Purchase Price for the Hotels;

        “Hotels” means the Hilton Stamford Hotel & Executive Meeting Center and the Crowne Plaza Denver Airport Convention Center Hotel;

        “Incentive Plan” means the proposed 2022 Long-Term Incentive Equity Plan, in the form attached as Annex D, to become effective at the closing of the Business Combination assuming approval by the Alpine stockholders;

        “IPO” means Alpine’s initial public offering, consummated on September 2, 2021, of 10,700,000 Units, including 700,000 Units subject to the underwriters’ over-allotment option, each Unit consisting of one share of Alpine Common Stock and one-half of one warrant with each whole warrant to purchase one share of Alpine Common Stock for $11.50 per share.

        “Maximum Redemptions” is a pro forma presentation scenario provided solely for illustrative purposes that assumes that 5,595,715 Public Shares are redeemed thereby allowing Alpine to have sufficient funds to consummate the Business Combination;

        “Merger” means the proposed merger of Merger Sub with and into TBC;

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        “Merger Agreement” means that Agreement and Plan of Merger, dated as of May 18, 2022 and amended on August 26, 2022 and October 4, 2022 (as it may be amended further from time to time), by and among Alpine, Merger Sub and TBC;

        “Merger Consideration Shares” means the shares of New TBC Common Stock issued in respect of Existing TBC Common Stock as consideration for the Merger pursuant to the Merger Agreement;

        “Merger Sub” sub means AAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Alpine;

        “Nasdaq” means the Nasdaq Stock Market LLC;

        “No Redemptions” is a pro forma presentation scenario provided for illustrative purposes that assumes that no Alpine public stockholders exercise their right to have their Public Shares converted into a pro rata share of the Trust Account;

        “New TBC” means Two Bit Entertainment Corp. (formerly Alpine Acquisition Corporation), after giving effect to the Merger and the Hotel Purchase;

        “New TBC Common Stock” means, at and following the Effective Time, the common stock of New TBC, par value $0.0001 per share;

        “Private Placement Warrants” means those warrants of Alpine sold to the Sponsor in a private placement simultaneously with the closing of Alpine’s IPO, each exercisable for one share of Common Stock at an exercise price of $11.50 per share;

        “Property” means the land, contractual agreements, supplies and other property attendant to the Hotels and included with the Hotels as part of the Hotel Purchase;

        “Public Warrants” means the publicly traded warrants of Alpine, each exercisable for one share of Common Stock at an exercise price of $11.50 per share;

        “Public Share” means each share of Common Stock issued in Alpine’s IPO;

        “Purchase Price” means the purchase price for the Hotels, $65,000,000, payable in the form of the $45,500,000 Cash Payment and 1,950,000 Hotel Purchase Consideration Shares;

        “Securities Act” means the Securities Act of 1933, as amended;

        “Sponsor” means Alpine Acquisition Sponsor LLC, a Delaware limited liability company;

        “TBC” means Two Bit Circus, Inc., a Delaware corporation, and its consolidated subsidiaries, before giving effect to the Merger;

        “Transfer Agent” means Continental Stock Transfer & Trust Company;

        “Trust Account” means the trust account of Alpine that holds certain of the proceeds from Alpine’s IPO and sale of the Private Placement Warrants;

        “Trustee” means Continental Stock Transfer & Trust Company;

        “Unit” means units of Alpine, each unit representing one share of Common Stock and one-half of one Public Warrant, that were offered and sold by Alpine in its IPO;

        “Warrant Agent” means Continental Stock Transfer & Trust Company;

        “Warrants” means, collectively, the Public Warrants and Private Placement Warrants.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

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Unless otherwise specified, the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New TBC’s stockholders immediately following the Effective Time are for illustrative purposes only and assume no exercise of the 5,350,000 Public Warrants or 5,152,500 Private Placement Warrants that will remain outstanding following the Business Combination, which will become exercisable 30 days after closing of the Business Combination at an exercise price of $11.50 per share, provided that Alpine has an effective registration statement under the Securities Act covering the shares of New TBC Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available, for which Alpine has agreed to use reasonable best efforts to file and have declared effective within 90 days after the consummation of the Business Combination described herein.

Beneficial ownership throughout this proxy statement/prospectus with respect to New TBC’s stockholders is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

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QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND SPECIAL MEETING

Q:     WHY AM I RECEIVING THIS PROXY STATEMENT/PROSPECTUS?

A:     Alpine, Merger Sub, TBC and the Hotel Sellers have entered into the Merger Agreement and Hotel Purchase Agreement, which, among other things, contemplates the Hotel Purchase and provides for the Merger of Merger Sub with and into TBC, with TBC surviving the Merger. As a result of this Business Combination, Alpine will purchase the Hotels and become the holding company for the TBC business, and the Hotel Sellers and securityholders of TBC will become securityholders of Alpine.

Alpine’s stockholders are being asked to consider and vote upon the matters to be considered at the Special Meeting, which consist of the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and, if necessary, the Adjournment Proposal:

        The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Merger Agreement and Hotel Purchase Agreement, copies of which are attached to this proxy statement/prospectus as Annex A and Annex B, respectively, and the Business Combination contemplated thereby, including the Merger and Hotel Purchase. See the section of this proxy statement/prospectus titled “The Business Combination Proposal.

        The Charter Proposals — To consider and vote upon separate proposals to approve amendments to Alpine’s Existing Charter, which amendments will be effective following the consummation of the Business Combination and will be embodied in the Proposed Charter of New TBC, to: (a) increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares and increase the number of authorized shares of preferred stock from 1,000,000 shares to 5,000,000 shares; (b) change Alpine’s name from “Alpine Acquisition Corporation” to “Two Bit Entertainment Corp.”; (c) indicate that no director or officer shall be liable to New TBC or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such an exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law; and (d) remove the various provisions applicable only to special purpose acquisition companies that will no longer be applicable to Alpine after the consummation of the Business Combination. A copy of the Proposed Charter effectuating the foregoing amendments is attached to this proxy statement/prospectus as Annex C. See the section of this proxy statement/prospectus titled “The Charter Proposals.

        The Director Election Proposal — To consider and vote upon a proposal to elect seven (7) directors to the board of directors of New TBC to serve following the consummation of the Business Combination and until their successors are duly elected and qualified. See the section of this proxy statement/prospectus titled “The Director Election Proposal.

        The Nasdaq Proposal — To consider and vote upon a proposal, as required by the rules of the Nasdaq Stock Market, to approve the issuance of New TBC Common Stock in the Business Combination in an amount greater than 20% of the number of shares of Alpine Common Stock before such issuances. See the section of this proxy statement/prospectus titled “The Nasdaq Proposal.

        The Incentive Plan Proposal — To consider and vote upon a proposal to approve the adoption of the Incentive Plan. A copy of the Incentive Plan is attached hereto as Annex D. See the section of this proxy statement/prospectus titled “The Plan Proposal.

        The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if it is determined by Alpine that more time is necessary to consummate the Business Combination for any reason. See the section of this proxy statement/prospectus titled “The Adjournment Proposal.

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The closing of the Merger and Hotel Purchase is conditioned on approval of the Business Combination Proposal, each of the Charter Proposals and the Nasdaq Proposal. If any of these proposals is not approved and the applicable closing condition in the Merger Agreement and Hotel Purchase Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote. The Incentive Plan Proposal and Director Proposal are conditioned on the approval of the Business Combination Proposal, each Charter Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Alpine stockholders should read it carefully.

The vote of Alpine stockholders is important. Alpine stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     WHY IS ALPINE PROPOSING THE BUSINESS COMBINATION?

A:     Alpine was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

On September 2, 2021, Alpine consummated the IPO of 10,700,000 Units at $10.00 per Unit, generating gross proceeds of $107 million. Simultaneously with the closing of the IPO, Alpine consummated the private placement to the Sponsor of 5,152,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5.1 million. Upon the closing of the IPO and private placement, approximately $109.1 million of the net proceeds of the sale of Units and Private Placement Warrants was placed into the Trust Account.

Like most blank check companies, Alpine’s Existing Charter provides for the return of the proceeds of Alpine’s IPO held in the Trust Account to the holders of Public Shares if there is no qualifying business combination(s) consummated on or before a certain date (in Alpine’s case, March 2, 2023). Since the IPO, Alpine’s activity has been limited to the evaluation of business combination candidates.

Pursuant to the Existing Charter, on each of August 31, 2022 and December 1, 2022, the Sponsor deposited an aggregate of $1,070,000 into the Trust Account to provide Alpine with a total of an additional six months to consummate the Business Combination. Alpine now has until March 2, 2023 to consummate an initial business combination. Each of the deposits was made in the form of a non-interest bearing loan and evidenced by a promissory note. If Alpine completes the Business Combination, Alpine will repay the amount evidenced by the notes. If Alpine does not complete a business combination within the required time period (and such time period is not further extended by an amendment to the Existing Charter), it will repay such amounts only from funds held outside of the Trust Account.

Based on its due diligence investigations of TBC and the industry in which it operates, including the financial and other information provided by TBC in the course of the negotiations, and the Hotels, Alpine believes that the Business Combination will provide Alpine stockholders with an opportunity to participate in a company with significant growth potential. See the sections of this proxy statement/prospectus titled “The Business Combination Proposal — Alpine’s Board of Directors’ Reasons for Approval of the Business Combination” and “Risk Factors.”

Q:     DO ANY OF ALPINE’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF ALPINE STOCKHOLDERS?

A:     Yes, Alpine’s officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Alpine stockholders generally. For instance, Kim Schaefer, Alpine’s Chief Executive Officer, is also Chief Executive Officer and a 6% stockholder of TBC on a fully diluted basis. Accordingly, she will receive an aggregate of 231,607 shares of New TBC Common Stock in exchange for her ownership interest in TBC, which would have a value of $2,316,070 (assuming a stock price of $10.00 per share). It is also anticipated that she will enter into an employment agreement with New TBC upon consummation of the Business Combination. It is also anticipated that Alex Lombardo, Alpine’s Chief Financial Officer, will enter into an employment agreement with New TBC upon consummation of the Business Combination, as will certain other advisors of Alpine. Each other member of Alpine’s Board is also anticipated to remain a director of New TBC

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upon consummation of the Business Combination. The Alpine board of directors was aware of and considered these interests, among other matters, in approving the Merger Agreement and Hotel Purchase Agreement and in recommending that such agreements be approved by the stockholders of Alpine. Furthermore, a special committee (the “Special Committee”) of the board of Alpine, made up entirely of independent uninterested directors, was duly formed to negotiate exclusively with TBC on behalf of the board to protect Alpine from any conflict that could arise from Ms. Schafer having an interest in each of Alpine and TBC as described above. Ms. Schaefer is not on the Special Committee. The Special Committee further retains counsel independent of Alpine. See the sections of this proxy statement/prospectus titled “Proposal No. 1 — The Merger Agreement — Interests of Certain Persons in the Proposed Transaction — Alpine” and “Executive and Director Compensation.”

Additionally, Alpine’s officers, directors, advisors and/or their affiliates beneficially own shares of Alpine Common Stock and Private Placement Warrants that they purchased prior to, or simultaneously with, Alpine’s IPO. Alpine’s executive officers, directors and their affiliates have no redemption rights with respect to their Alpine Common Stock and their Private Placement Warrants will expire worthless in the event the Business Combination or a business combination with another target(s) is not effected in the required time period. These financial interests may have influenced the decision of Alpine’s directors and officers to approve the Business Combination and to continue to pursue such Business Combination. In considering the recommendations of Alpine’s board of directors to vote for the Business Combination Proposal and other proposals, its stockholders should consider these interests. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — Interests of Alpine’s Directors and Officers and Others in the Business Combination.

Q      WHAT PERCENTAGE OF NEW TBC COMMON STOCK ARE ALPINE’S CURRENT STOCKHOLDERS EXPECTED TO OWN FOLLOWING CONSUMMATION OF THE BUSINESS COMBINATION?

A:     Immediately after the Effective Time, without taking into effect shares of New TBC Common Stock which may be issued upon the exercise of outstanding warrants of Alpine and shares that may be issued under the proposed Long-Term Incentive Equity Plan, the current stockholders of Alpine (excluding Alpine Acquisition Sponsor LLC, Alpine’s sponsor (the “Sponsor”), and Alpine’s officers, directors and advisors which will hold 10.3% of the issued and outstanding New TBC Common Stock) will hold approximately 64.6% of the issued and outstanding New TBC Common Stock, TBC’s stockholders prior to the Merger will hold approximately 18.0% of the issued and outstanding New TBC Common Stock, and the Hotel Sellers will hold approximately 7.1% of the issued and outstanding New TBC Common Stock, which pro forma ownership assumes (i) no holders of Alpine common stock issued in Alpine’s initial public offering (“Public Shares”) exercise their redemption rights and that an aggregate of 7,115,500 shares of New TBC Common Stock are issued as a bonus dividend to such holders of Public Shares for not exercising such redemption rights; (ii) all Existing TBC Convertible Notes are converted into Existing TBC Common Stock immediately prior to the Effective Time, (iii) that 4,960,000 Merger Consideration Shares are issued as consideration to equity holders of TBC; (iv) that there are 27,575,500 shares of New TBC Common Stock outstanding following the consummation of the Business Combination. After taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages would be approximately 29.2%, 0%, 50.8% and 20.0%, respectively. If the maximum number of Public Shares are redeemed as provided for in Alpine’s Existing Charter, without taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages will be approximately 29.2%, 0%, 50.8%, and 20.0%, respectively. After taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages would be approximately 71.1%, 47.5%, 44.0% and 17.3%, respectively.

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The following table illustrates varying beneficial ownership levels in New TBC immediately following the consummation of the Business Combination assuming the levels of redemptions by the public stockholders indicated:

 

Share Ownership in
New TBC
(1)

 

Maximum
Redemption under Existing Charter
(3)

   

No
Redemptions
(2)

 
   

Number of
Shares

 

Percentage of
Outstanding
Shares

 

Number of
Shares

 

Percentage of
Outstanding
Shares

Former TBC stockholders

 

4,960,000

 

17.1

%

 

4,960,000

 

44.0

%

Hotel Sellers

 

1,950,000

 

6.7

%

 

1,950,000

 

17.3

%

Alpine’s Public Stockholders(4)

 

16,050,000

 

55.2

%

 

5,350,000

 

47.5

%

Alpine’s Sponsor, officers, and directors(5)

 

6,492,395

 

22.3

%

 

6,492,395

 

57.7

%

Alpine’s IPO underwriter (Maxim)(6)

 

491,382

 

1.7

%

 

491,382

 

4.4

%

Alpine’s Chief Executive Officer (Ms. Schaefer)(7)

 

1,018,724

 

3.5

%

 

1,018,724

 

9.0

%

Alpine’s stockholder bonus shares

 

7,115,500

 

24.5

%

 

 

%

Proposed incentive plan

 

1,500,000

 

5.2

%

 

1,500,000

 

13.3

%

____________

(1)      Percentages may not sum to 100% due to the fact that SEC rules require that shares New TBC Common Stock receivable upon exercise of Warrants, held by Alpine’s Public Stockholders and Sponsor, officers, and directors, respectively, which will become exercisable 30 days after the closing of the Business Combination, be disclosed herein as beneficially owned by such group, but such shares of New TBC Common Stock are not counted in determining the total number of outstanding shares upon which the percentages stated in the table are calculated.

(2)      This scenario assumes that no Public Shares are redeemed.

(3)      This scenario assumes that 10,700,000 Public Shares are redeemed for an aggregate payment of approximately $110.5 million from the Trust Account, which is the maximum amount of redemptions provided for under Alpine’s Existing Charter.

(4)      Includes 5,350,000 warrants.

(5)      Includes 4,180,202 warrants.

(6)      Includes 316,382 warrants.

(7)      Includes 655,917 warrants.

Q:     Did the ALPINE board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business combination?

A:     Yes. The Special Committee engaged The McLean Valuation Services Group, LLC (“McLean”) to provide a financial analysis with respect to TBC in determining whether to proceed with the transactions contemplated by the Merger Agreement. Additionally, the Alpine board engaged R.M. Woodworth & Associates, LLC (“Woodworth”) to provide a valuation opinion with respect to the Hotels in determining whether to proceed with the transactions contemplated by the Hotel Purchase Agreement. Each of McLean and Woodworth delivered a written opinion, each dated as of May 17, 2022, as to the fairness, from a financial point of view, to Alpine’s stockholders of the consideration payable by Alpine under the Merger Agreement and under the Hotel Purchase Agreement, respectively. The opinion delivered by Woodworth also confirmed that the Hotels had a fair market value equal to at least 80% of the balance of the Trust Account. Please see the section entitled “Proposal No. 1 — The Merger Proposal — Opinion of Alpine’s Financial Advisors.” The full text of the written opinions are attached to this proxy statement/prospectus as Annex E and Annex F, respectively.

Q:     I HOLD PUBLIC SHARES. DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of Public Shares, you have the right to demand that Alpine redeem such Public Shares for a pro rata portion of the Trust Account.

Under the Existing Charter, the Business Combination may only be consummated if Alpine has at least $5,000,001 of net tangible assets immediately prior to, or upon the consummation of, the Business Combination after taking into account holders of Public Shares that have properly exercised their redemption rights.

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Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     A holder of Public Shares may exercise redemption rights regardless of whether the holder votes on the Business Combination Proposal or is a holder of Public Shares on the record date. If you are a holder of Public Shares and wish to exercise your redemption rights, you must deliver your stock to the Transfer Agent physically or electronically using the DWAC (Deposit Withdrawal at Custodian) System no later than two (2) business days prior to the Special Meeting. Upon the closing of the Business Combination, any holder of Public Shares that has properly exercised redemption rights will be entitled to have his, her, or its shares converted for a full pro rata portion of the amount in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to Alpine to pay taxes), calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. The per-share amount Alpine will distribute to public stockholders who properly redeem their shares will not be reduced by the deferred underwriting commissions that Alpine is required to pay to the underwriters of Alpine’s IPO. The per-share amount is anticipated to be approximately $10.51 per share. Such amount will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Alpine’s public stockholders exercising redemption rights. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time such shares are actually redeemed. If you deliver your shares for redemption to the Transfer Agent and later decide not to elect redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.

If a holder of Public Shares requests redemption of shares as described above, then, if the Business Combination are consummated, Alpine will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Common Stock for cash and will no longer be a common stockholder of New TBC upon consummation of the Business Combination.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any of the Warrants that you may hold. Each Warrant will become exercisable to purchase one share of New TBC Common Stock for a purchase price of $11.50 beginning 30 days after consummation of the Business Combination.

Following consummation of the Business Combination, New TBC may call the Warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per Warrant if certain conditions are met, including if the reported last sale price of the shares of New TBC Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the Warrants become exercisable and ending on the third business day prior to the notice of redemption to Warrant holders. As of the record date, the reported last sale price of the Alpine shares was $10.42 and the highest last sale price as of the date of this proxy statement/prospectus has been $10.50. In order to redeem the Warrants, New TBC must provide 30 days’ prior written notice of redemption to each Warrant holder and have a current registration statement in effect with respect to the shares of New TBC Common Stock underlying such Warrants. The Private Placement Warrants are not redeemable by New TBC following consummation of the Business Combination unless New TBC elects to require all holders to exercise their Warrants on a cashless basis.

If the foregoing conditions are satisfied and New TBC issues a notice of redemption, each Warrant holder can exercise his, her or its Warrant prior to the scheduled redemption date. However, New TBC will not be required to notify any holder if the conditions have been met if New TBC is not calling the Warrants for redemption. On and after the redemption date, a record holder of a Warrant (excluding the Private Placement Warrants) will have no further rights except to receive the redemption price for such holder’s Warrant upon surrender of such Warrant.

Q:     DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

A:     No. Alpine stockholders and warrant holders do not have appraisal rights in connection with the Business Combination under the DGCL.

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Q:     I HOLD ALPINE PUBLIC SHARES. WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

A:     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “— U.S. Federal Income Tax Considerations — Tax Consequences of the Business Combination and a Redemption of Public Shares. You are urged to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Q:     I HOLD ALPINE PUBLIC SHARES. WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO ME AS A RESULT OF THE MERGER?

A:     Alpine’s public stockholders will retain their Public Shares and will not receive any additional Public Shares or other consideration in the Merger. As a result, there will be no material U.S. federal income tax consequences as a result of the Merger to the current holders of Public Shares, regardless of whether the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. Furthermore, although the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the parties to the Merger Agreement intend to report the Merger consistent with such qualification, such treatment is not a condition to Alpine’s or TBC’s obligation to complete the Merger. See the section entitled “— U.S. Federal Income Tax Considerations — Tax Consequences of the Merger and a Redemption of Public Shares.

Q:     WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES IF I RECEIVE THE BONUS DIVIDEND IN CONNECTION WITH NOT EXERCISING MY REDEMPTION RIGHT?

A:     As described in “The Business Combination Proposal,” holders of Public Shares who do not seek redemption of their Public Shares in connection with the Business Combination are entitled to receive the Bonus Dividend. The tax consequences of the receipt of the Bonus Dividend by holders of Public Shares that do not exercise their redemption rights are not clear under current law. We intend that the receipt of the Bonus Dividend by these shareholders should be treated as a nontaxable stock distribution, in which case U.S. Holders and Non-U.S. holders (each as defined in “U.S. Federal Income Tax Considerations” below) should not be subject to U.S. federal income taxation, but there can be no assurance in this regard. Accordingly, if the Bonus Dividend is treated as a nontaxable stock distribution, shareholders should not be subject to U.S. federal income tax on the receipt of the Bonus Dividend, and the distribution of the Bonus Dividend to Non-U.S. holders should not be subject to U.S. federal income tax withholding. However, other treatments are also possible, in which case U.S. Holders and Non-U.S. holders may be required to include the fair market value of the Bonus Dividend received in income. Further, because there are no authorities that directly address the treatment of the receipt of the Bonus Dividend, no assurance can be given that the IRS, a court or any withholding agent will agree with our position regarding tax treatment. If the Bonus Dividend is not treated as a nontaxable stock distribution, shareholders that receive the Bonus Dividend may be required to include their fair market value in income, and distributions to Non-U.S. holders could be subject to U.S. withholding at a rate of 30% unless the Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility to the applicable withholding agent (generally on an applicable IRS Form W-8). No additional amounts will be payable to any shareholder if any tax or withholding is imposed with respect to the receipt of the Bonus Dividend. U.S. holders and Non-U.S. holders of Public Shares should consult their tax advisors regarding the tax consequences of the receipt of the Bonus Dividend (including their ability to obtain a refund of any withholding taxes, if applicable). See the sections entitled “— U.S. Federal Income Tax Considerations — Tax Consequences for U.S. Holders — Tax Consequences of the Receipt of the Bonus Dividend by Non-Redeeming Shareholders, and “—“U.S. Federal Income Tax Considerations — Tax Consequences for Non-U.S. Holders — Tax Consequences of the Receipt of the Bonus Dividend by Non-Redeeming Shareholders.”

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:     Upon consummation of the Business Combination, the funds in the Trust Account will be used by Alpine to pay holders of the Public Shares who exercise redemption rights, to pay Alpine’s tax obligations incurred prior to the closing, to pay $3,745,000 in deferred underwriting commissions to the underwriters of Alpine’s IPO, to pay the cash consideration required by the Hotel Purchase Agreement, to pay certain expenses incurred in connection

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with the Business Combination, and any remaining balance will be used for working capital and general corporate purposes of New TBC after consummation of the Business Combination, including renovations on the Hotels, funding for organic growth and potential acquisitions.

Q:     WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS VOTE IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

A:     Pursuant to the Existing Charter, all holders of Public Shares may vote in favor of the Business Combination and still exercise their redemption rights; provided that Alpine may not consummate the Business Combination, and Alpine and TBC are each entitled to terminate the Merger Agreement, and Alpine and the Hotel Sellers are each entitled to terminate the Hotel Purchase Agreement, if Alpine would have less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Business Combination. As of January 3, 2023, the record date, there was approximately $112.5 million in the Trust Account (after taking into account taxes payable). Assuming a per share redemption price of approximately $10.51, which is expected to approximate the redemption price per share as of two business days prior to completion of the Business Combination, under the Existing Charter, Public Stockholders holding an aggregate of 10,700,000 Public Shares may exercise their redemption rights; provided that a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the Common Stock sold in Alpine’s IPO. For more information regarding post-closing ownership of New TBC, see the section entitled “Ownership of New TBC.”

Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions of Public Shares. With fewer Public Shares and public stockholders, the trading market for the New TBC Common Stock following consummation of the Business Combination may be less liquid than the market for the Common Stock prior to the Business Combination and New TBC may not be able to meet the listing standards for Nasdaq or another national securities exchange.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any Warrants that you may hold. Accordingly, even if the maximum number of shares was redeemed, there would still be 5,350,000 Public Warrants and 5,152,500 Private Placement Warrants outstanding. Further, if the shares of Alpine Common Stock are trading above the exercise price of $11.50 per share, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to non-redeeming stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming stockholders. As of January 3, 2023, the closing price of the warrants was $0.09 per warrant. Accordingly, the Public Warrants would have an aggregate value of $481,500 and the Private Placement Warrants would have an aggregate value of $463,725.

Q:     WILL ALPINE ENTER INTO ANY FINANCING ARRANGEMENTS IN CONNECTION WITH THE BUSINESS COMBINATION?

A:     Yes. Alpine is in the process of negotiating an $82 million mortgage loan agreement with respect to the Hotels in conjunction with the closing of the Business Combination. The loan proceeds are anticipated to be used by New TBC to fund the acquisition of the Hotels and loan closing costs as well as, following closing of the Business Combination, renovation costs for the Hotels, loan interest payments required during anticipated renovations of the Hotels and lender approved working capital and corporate costs. It is currently anticipated that the loan would bear interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus 1050 basis points and have a maturity of 36 months from the closing of the Business Combination. While still being negotiated, it is currently anticipated that the loan would have traditional hotel mortgage loan features including loan fees at entry and exit, requirements for upfront and ongoing reserves, and excess cash flow sweeps. In addition, it is anticipated that the loan would have mortgage protections including non-recourse guarantee carve outs, prepayment fees, yield maintenance provisions, and financial covenants restricting additional debt and liabilities. It is also anticipated that the mortgage will require the combined company to have a minimum equity amount of $5 million upon closing of the Business Combination. There is no assurance that the loan agreement will be executed or that if it is executed, will not have different terms than as described above.

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It is also anticipated that prior to the date of this proxy statement/prospectus, Alpine will enter into agreements to provide it with additional funding and/or minimize the number of Public Shares that are submitted for redemption. The terms of such agreements have not been negotiated yet. As a result, there is no assurance that any such agreements will be executed.

Neither the Merger with TBC nor the Hotel Purchase is contingent on obtaining the above-referenced mortgage loan or additional funding. However, if too many holders of Public Shares seek redemption of such shares in connection with the Business Combination and Alpine is unable to secure the mortgage loan or other additional funding, Alpine would not be the necessary purchase price for the Hotels. Accordingly, failure to enter into any of the foregoing arrangements to provide the financing necessary for the transactions contemplated by the Business Combination could result in such transactions not being able to be consummated. Furthermore, even if Alpine had sufficient capital to pay the necessary purchase price, it might not be left with sufficient capital to fully fund its renovation plans for the Hotels or expand TBC’s business as desired.

Q:     WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?

A:     If the Business Combination is not consummated by March 2, 2023, the parties to each of the Merger Agreement and the Hotel Purchase Agreement may terminate such agreement, respectively. If either agreement is terminated, Alpine would attempt to consummate an alternate business combination. If Alpine is unable to consummate a business combination on or before March 2, 2023 (and such date is not extended by another amendment to the Existing Charter), Alpine must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of Public Shares, net of taxes payable, and less up to $100,000 of interest to pay liquidation expenses.

Q:     WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting which is set for February 24, 2023; however, such meeting could be adjourned. For a description of the conditions for the completion of the Business Combination, see the section of this proxy statement/prospectus titled “The Merger Agreement — Conditions to the Closing of the Business Combination.”

Q:     WHAT DO I NEED TO DO NOW?

A:     Alpine urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and warrant holder of Alpine. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     HOW DO I ATTEND THE SPECIAL MEETING?

A:     Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of Alpine’s stockholders, the Special Meeting will be held virtually. Any stockholder wishing to attend the Special Meeting must register in advance and will be entitled to appoint a proxy to attend and vote on such stockholder’s behalf. To register for and attend the Special Meeting, please follow these instructions as applicable to the nature of your ownership of Alpine Common Stock:

Shares Held of Record.    If you are a record holder, and you wish to attend the virtual meeting, go to https://www.cstproxy.com/alpineacquisitioncorp/2023, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Immediately prior to the start of the Special Meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.

Shares Held in Street Name.    If you hold your shares in “street” name, which means your shares are held of record by a broker, bank, or nominee, and you who wish to attend the virtual meeting, you must obtain a legal proxy from the stockholder of record and e-mail a copy (a legible photograph is sufficient) of your proxy to proxy@continentalstock.com. Holders should contact their bank, broker, or other nominee for instructions regarding obtaining a proxy. Holders who e-mail a valid legal proxy will be issued a meeting control number that

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will allow them to register to attend and participate in the Special Meeting. You will receive an e-mail prior to the meeting with a link and instructions for entering the Special Meeting. “Street” name holders should contact Continental Stock Transfer at the address listed below on or before five days prior to the Special Meeting.

You will not be able to vote or submit questions unless you register for and log in to the Special Meeting webcast as described above.

Q:     HOW DO I VOTE?

A:     If you are a holder of record of Alpine Common Stock on the record date, you may vote by virtually attending the Special Meeting and submitting a ballot via the live webcast or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank, or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the virtual meeting, obtain a proxy from your broker, bank, or nominee.

Q:     IF MY SHARES ARE HELD IN “STREET NAME,” WILL MY BROKER, BANK, OR NOMINEE AUTOMATICALLY VOTE MY SHARES FOR ME?

A:     Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank, or nominee cannot vote your shares with respect to “non-routine” proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

The Adjournment Proposal is considered a routine proposal. Accordingly, your broker, bank or nominee may vote your shares with respect to such proposals without receiving voting instructions.

The Business Combination Proposal, each Charter Proposal, the Director Election Proposal, the Nasdaq Proposal, and the Incentive Plan Proposal are non-routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals unless you provide voting instructions.

Q:     MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD?

A:     Yes. Stockholders may send a later-dated, signed proxy card so that it is received by the Transfer Agent prior to the vote at the Special Meeting or virtually attend the Special Meeting and submitting a ballot via the live webcast. Stockholders also may revoke their proxy by sending a notice of revocation to the Transfer Agent, which must be received prior to the vote at the Special Meeting.

Q:     WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING?

A:     If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by stockholders and consummated, you will continue to be a stockholder and/or warrant holder of New TBC. As a corollary, failure to deliver your stock certificate(s) to the Transfer Agent (either physically or electronically) no later than two (2) business days prior to the Special Meeting means you will not have the right to exercise redemption rights in connection with the Business Combination. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder Alpine.

Q:     WHAT SHOULD I DO WITH MY STOCK AND WARRANT CERTIFICATES?

A:     Alpine warrant holders and those stockholders who do not elect to have their Public Shares redeemed for their pro rata share of the Trust Account need not submit their certificates. Alpine stockholders who exercise their redemption rights must deliver their stock certificates to the Transfer Agent (either physically or electronically) no later than two (2) business days prior to the Special Meeting in order to properly demand such redemption rights.

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Q:     WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS?

A:     Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Alpine shares.

Q:     WHO CAN HELP ANSWER MY QUESTIONS?

A:     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Alpine Acquisition Corp.

10141 N. Canyon View Lane

Fountain Hills, Arizona 85268

Attn: Alex Lombardo, Chief Financial Officer

Telephone: (703) 899-1028

Or

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford CT 06902

Tel: Toll-Free (800) 662-5200 or (203) 658-9400

Email: REVE.info@investor.morrowsodali.com

You may also obtain additional information about Alpine from documents filed with the Securities and Exchange Commission (“SEC”) by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to demand redemption of your shares by delivering your stock (either physically or electronically) to the Transfer Agent at the address below no later than two (2) business days prior to the Special Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
E-mail: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information included in this proxy statement/prospectus and does not contain all of the information that may be important to you. You should read this entire document and its annexes and the other documents to which we refer before you decide how to vote. Each item in this summary includes a page reference directing you to a more complete description of that item.

Parties to the Business Combination

Information about Alpine

Alpine is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Alpine’s Units, Common Stock and Warrants are currently listed on Nasdaq under the symbols “REVEU,” “REVE,” and “REVEW,” respectively.

The mailing address of Alpine’s principal executive office is 10141 N. Canyon View Lane, Fountain Hills, Arizona 85268 and the telephone number of Alpine’s principal executive office is (703) 899-1028.

Information about TBC

Two Bit Circus was formed to deliver best-in-class interactive global entertainment, filled with unexpected social experiences that bring people together to play, drink, eat and generally experience life at the highest resolution. TBC delivers these experiences through the original design, construction, and operation of the world’s first chain of micro amusement parks which showcase the future of immersive entertainment. Guest experiences are delivered in one-acre sized entertainment complexes that fuse the latest interactive technology with the wonder and spectacle of classic circus and carnival.

Following the closing of the Business Combination, we intend to integrate the Two Bit Circus intellectual property and business concepts (specifically, the “Revelers Resort” concept) into the Hotels being acquired and described below, as well as other hotels we may acquire in the future. One hallmark of the Revelers Resort experience is the tight integration between hospitality and entertainment. We intend to enhance TBC’s software frameworks to accommodate the needs of a hotel environment and continue to design, prototype, test, and deploy experiences for guests throughout such hotels.

Kim Schaefer, Alpine’s Chief Executive Officer, is also Chief Executive Officer and an equity holder of TBC.

The mailing address of TBC’s principal executive office is 634 Mateo Street, Los Angeles, California 90021 and the telephone number of TBC’s principal executive office is (213) 493-5460.

For more information about TBC, see the section entitled “Information About TBC.

Information about the Hotels

The Crowne Plaza Denver Airport Convention Center Hotel is 15 minutes from Denver International Airport and also close to shopping, dining and entertainment at The Shops at Northfield Stapleton, an open-air shopping district featuring over 25 dining options and more than 80 shops. Located near Denver International Airport the hotel allows access to air travel and easy access from I-70. This suburban property is ideally suited for annual conferences, meetings, trade shows and special events. Industries that are concentrated in the area include Aerospace, Military, Agriculture, Sustainable Energy, Medical, Pharmaceutical, and Technology. Also, Anschutz Medical Complex is just a few miles from the hotel. The hotel is centrally located between Downtown Denver and Denver International Airport and is a short car or shuttle ride from the Rocky Mountains. The hotel’s complimentary shuttle service provides guests with access to local attractions. The property is considered to fall into the full-service conference center hotel category consisting of a six-story, rectangular rooms block attached to a single-story commercial building housing the public areas and meeting space. A slanted roof on the north side of the rooms block forms an atrium. The hotel sits on 7.7 acres, was originally constructed in 1982 and most recently renovated in 2011. The hotel is 1 of 3 full service hotels in the Gateway Office Park corridor. The hotel features the largest meeting room in the Denver market at 60,000 square feet.

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The Hilton Stamford Hotel & Executive Meeting Center offers contemporary guest rooms, refined dining venues, numerous leisure options and significant meeting and event space. Surrounded by other local businesses in an office park near downtown Stamford, the location allows easy access to local attractions. The property is located directly off the New England Thruway (Interstate 95) and within walking distance of Stamford Train Station (Amtrak and Metro North), providing direct access to Boston and New York. The property is also a short drive from three major airports and just 35 miles from Manhattan. It has the largest hotel ballroom in the state and is located in First Stamford Place, an attractive corporate office park. There are a few large full-service hotels in downtown Stamford which occasionally compress transient to the Hilton Stamford. The Hilton Stamford continues to leverage all booking channels and books future repeat conferences sooner and seeks multi-year deals whenever possible. The property is considered to fall into the full-service conference center hotel category and consists of a ten-story, modified L-shaped rooms block attached to a two-level commercial building housing meeting space. A slanted roof in the center of the L forms an atrium which houses the lobby and other public areas. The hotel sits on 5.2 acres, was originally constructed in 1984, opened in 1986 and most recently renovated in 2017.

For more information about the Hotels, see the section entitled “Information About the Hotels.

The Merger and the Merger Agreement

The terms and conditions of the Merger are contained in the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Merger Agreement carefully, as it is the legal document that governs the Merger.

If the Business Combination Proposal is approved and adopted and the Merger is subsequently completed pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into TBC, with TBC surviving the Merger as a wholly owned subsidiary of Alpine.

Merger Consideration

Pursuant to the Merger Agreement, at the Effective Time, each share of Existing TBC Common Stock issued and outstanding immediately before the Effective Time (other than the Cancelled Shares and Dissenting Shares) will be converted into and become the right to receive a number of Merger Consideration Shares equal to (a) (i) (I) $49,600,000, minus (II) the aggregate outstanding balance of the TBC Convertible Notes that are not converted into shares of TBC Common Stock immediately prior to the Closing, divided by (ii) $10.00, divided by (b) the number of shares of TBC Common Stock issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares and Dissenting Shares). All outstanding TBC Derivative Securities prior to the Effective Time shall be exercised for or converted into shares of TBC Common Stock and treated as described above or terminated.

Related Agreements

Certain additional agreements were entered into concurrently with the execution of the Merger Agreement and certain additional agreements will be entered into in connection with the consummation of the Business Combination, which we refer to as the “Merger Agreement Related Agreements.” Merger Agreement Related Agreements include the Lock-Up Agreements, Support Agreements, A&R Registration Rights Agreement, and Escrow Agreement. For more information regarding each Merger Agreement Related Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement — Related Agreements.” Stockholders and other interested parties are urged to read such agreements in their entirety prior to voting on the proposals presented at the Special Meeting.

Indemnification

The TBC securityholders have agreed that 10% of the Merger Consideration Shares shall be placed in escrow during the Survival Period to secure the indemnification obligations of the TBC securityholders set forth in the Merger Agreement, which include indemnification obligations for expenses incurred by Alpine arising from (i) the inaccuracy or breach of any representation or warranty of TBC contained in the Merger Agreement or any certificate delivered by TBC to Alpine pursuant to the Merger Agreement in connection with the Closing; (ii) the non-fulfillment or breach

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of any covenant or agreement of TBC contained in the Merger Agreement; and (iii) any third-party claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of TBC or any of its subsidiaries conducted, existing or arising on or prior to the Closing Date.

Alpine has agreed to issue up to the same number of shares of New TBC Common Stock to indemnify the TBC securityholders as set forth in the Merger Agreement, which include indemnification obligations for expenses incurred by TBC arising from (i) the inaccuracy or breach of any representation or warranty of Alpine contained in the Merger Agreement or any certificate delivered by Alpine to TBC pursuant to the Merger Agreement in connection with the Closing; and (ii) the non-fulfillment or breach of any covenant or agreement of Alpine contained in the Merger Agreement.

The Hotel Purchase and the Hotel Purchase Agreement

The terms and conditions of the Hotel Purchase are contained in the Hotel Purchase Agreement, which is attached as Annex B to this proxy statement/prospectus. We encourage you to read the Hotel Purchase Agreement carefully, as it is the legal document that governs the Hotel Purchase.

If the Business Combination Proposal is approved and adopted and the Hotel Purchase is subsequently completed pursuant to the terms of the Hotel Purchase Agreement, the Hotels will be purchased by Alpine or subsidiaries formed by Alpine to hold the Hotels.

Hotel Purchase Consideration

The Purchase Price for the Hotels is $65,000,000, payable in the form of (x) $45,500,000 in cash, and (y) 1,950,000 shares of New TBC Common Stock.

Related Agreements

In connection with the Hotel Purchase Agreement, at or prior to the Closing, Alpine and the Hotel Sellers shall enter into a shareholder and registration rights agreement (the “Shareholder and Registration Rights Agreement” and together with the Merger Agreement Related Agreements, the “Related Agreements”), pursuant to which, among other things, Hotel Sellers shall have the right to appoint one person to be a director on the New TBC Board for so long as Hotel Sellers or their affiliates retain in the aggregate at least one-half of the Hotel Purchase Consideration Shares. The Shareholder and Registration Rights Agreement also provides the Hotel Sellers with certain rights to have the Hotel Purchase Consideration Shares registered for resale under the Securities Act.

For more information regarding the Shareholder and Registration Rights Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Hotel Purchase Agreement — Shareholder and Registration Rights Agreement.” Stockholders and other interested parties are urged to read such agreement in its entirety prior to voting on the proposals presented at the Special Meeting.

Special Meeting of Stockholders

The Special Meeting will be held on February 24, 2023, at 10:00 a.m. Eastern Time, via a virtual meeting. At the Special Meeting, Alpine stockholders will be asked to approve the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal (if necessary). The virtual meeting may be accessed by using the following information:

Webcast URL: https://www.cstproxy.com/alpineacquisitioncorp/2023

US and Canada Toll Free: 1-800-450-7155

International Toll: 1-857-999-9155

Participant Passcode: 6279543#

Voting Power; Record Date

The Alpine board of directors has fixed the close of business on January 3, 2023 (“record date”) as the record date for determining the holders of Alpine Common Stock entitled to receive notice of and to vote at the Special Meeting. As of the record date, there were 13,550,000 shares of Common Stock outstanding and entitled to vote at

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the Special Meeting. Each share of Alpine Common Stock entitles the holder to one (1) vote at the Special Meeting on each proposal to be considered at the Special Meeting. As of the record date, the Alpine Insiders owned and were entitled to vote 2,675,000 shares of Alpine Common Stock, representing approximately 19.7% of the shares of Alpine Common Stock outstanding on that date. The Alpine Insiders have agreed to vote all shares of Alpine Common Stock held by them in favor of the Business Combination Proposal. Accordingly, in addition to the shares held by the Alpine Insiders, Alpine would need 4,100,001 shares, or approximately 38.3% of the 10,700,000 shares of Common Stock sold in Alpine’s IPO, to be voted in favor of the Business Combination Proposal in order for it to be approved assuming all outstanding shares are voted on such proposal and the shares of Common Stock held by Maxim Group LLC are not voted in favor of the Business Combination Proposal. If only a quorum of shares of Alpine Common Stock is present at the Special Meeting, Alpine would need only approximately 712,501 shares, or approximately 6.7% of the Alpine Common Stock, to be voted in favor of the Business Combination Proposal in addition to the Alpine Insiders in order for it to be approved. The Alpine Insiders have also indicated that they intend to vote their Alpine Common Stock in favor of all other proposals being presented by Alpine at the Special Meeting. As of the record date, TBC did not beneficially hold any shares of Alpine Common Stock.

Quorum and Vote of Alpine Stockholders

A quorum of Alpine stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the issued and outstanding shares of Alpine Common Stock on the record date that are entitled to vote at the Special Meeting are represented by stockholders present at the Special Meeting or by proxy. Abstentions will be counted towards the quorum requirement. Broker non-votes will not be counted towards the quorum requirement. If there is no quorum, a majority of the votes present at Special Meeting may adjourn the Special Meeting to another date.

The proposals presented at the Special Meeting will require the following votes:

        Business Combination Proposal — The approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the Alpine Common Stock present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote “against” the Business Combination Proposal because an abstention represents a share entitled to vote. Brokers are not entitled to vote on the Business Combination Proposal absent voting instructions from the beneficial holder. Because shares subject to broker non-votes are not entitled to vote on this proposal, broker non-votes will have no effect on the Business Combination Proposal. The Business Combination will not be consummated if Alpine has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Business Combination.

        Charter Proposals — The approval of each of the Charter Proposals will require the affirmative vote of the holders of a majority of the outstanding shares of Alpine Common Stock on the record date. Abstentions will have the same effect as a vote “against” the Charter Proposals. Each Charter Proposal is considered a non-routine proposal, and, accordingly, brokers are not entitled to vote on those proposals without receiving voting instructions. Because shares subject to broker non-votes are outstanding shares, broker non-votes will have the same effect as a vote “against” such proposals.

        Director Election Proposal — The election of directors requires a plurality of the votes cast. “Plurality” means that the individuals who receive the largest number of votes cast “FOR” will be elected as directors (even if they receive less than a majority of the votes cast). Consequently, because this is an uncontested election, any director nominee who receives at least one vote “FOR” will be elected as a director. Brokers are not entitled to vote on the Director Election Proposal absent voting instructions from the beneficial holder because the Director Election Proposal is considered “non-routine”. Because shares subject to broker non-votes are not voted in favor of any nominee, broker non-votes will have no effect with respect to the Director Election Proposal.

        Nasdaq Proposal — The approval of the Nasdaq Proposal will require the affirmative vote of the holders of a majority of the Alpine Common Stock present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote “against” the Nasdaq Proposal because an abstention represents a share

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entitled to vote. Brokers are not entitled to vote on the Nasdaq Proposal absent voting instructions from the beneficial holder. Because shares subject to broker non-votes are not entitled to vote on this proposal, broker non-votes will have no effect on the Nasdaq Proposal.

        Incentive Plan Proposal — The approval of the Incentive Plan Proposal will require the affirmative vote of the holders of a majority of the Alpine Common Stock present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote “against” the Incentive Plan Proposal because an abstention represents a share entitled to vote. Brokers are not entitled to vote on the Incentive Plan Proposal absent voting instructions from the beneficial holder. Because shares subject to broker non-votes are not entitled to vote on this proposal, broker non-votes will have no effect on the Incentive Plan Proposal.

        Adjournment Proposal — The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the shares of Alpine Common Stock present (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote thereon. Abstentions will have the same effect as a vote “against” the Adjournment Proposal because an abstention represents a share entitled to vote. Brokers are entitled to vote on the Adjournment Proposal absent voting instructions from the beneficial holder because the proposal is considered “routine”. Accordingly, no broker non-votes should occur. However, if any broker non-vote were to occur, because shares subject to broker non-votes are not entitled to vote on this proposal, any such broker non-votes will have no effect on the Adjournment Proposal.

Under the Merger Agreement and Hotel Purchase Agreement, the approval of the Business Combination Proposal, each of the Charter Proposals and the Nasdaq Proposal is a condition to the consummation of the Business Combination. If any of these proposals is not approved and the applicable closing condition in the Merger Agreement or Hotel Purchase Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote. The Incentive Plan Proposal and Director Proposal are conditioned on the approval of the Business Combination Proposal, each Charter Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

Redemption Rights

Pursuant to the Existing Charter, a holder of Public Shares may demand that Alpine redeem such shares for a pro rata portion of the Trust Account if the Business Combination is consummated; provided that Alpine may not consummate the Business Combination if it has less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Business Combination. Holders of Public Shares will be entitled to receive cash for these shares only if they deliver their shares to the Transfer Agent no later than two (2) business days prior to the Special Meeting. Holders of Public Shares do not need to affirmatively vote on the Business Combination Proposal or be a holder of such Public Shares as of the record date to exercise redemption rights. If the Business Combination are not consummated, these shares will not be redeemed for cash. If a holder of Public Shares properly demands redemption, delivers his, her, or its shares to the Transfer Agent as described above, and the Business Combination are consummated, Alpine will redeem each Public Share for a full pro rata portion of the Trust Account, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. It is anticipated that this would amount to approximately $10.51 per share. If a holder of Public Shares exercises its redemption rights, then it will be exchanging its shares of Alpine Common Stock for cash and will no longer own the shares. See the section of this proxy statement/prospectus titled “Special Meeting of Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash. In order to reduce the number of Public Shares being sought for redemption, Alpine has agreed to issue the Bonus Dividend of 0.665 shares of New TBC Common Stock to the holders of Public Shares for each Public Share that is not sought to be redeemed in connection with the Business Combination. The Bonus Dividend would be paid to each holder of Public Shares of record on the day following the consummation of the Business Combination. Accordingly, the Bonus Dividend would not be paid to the Alpine Insiders, the security holders of TBC and the Hotel Sellers as they would not be holders of Public Shares (except to the extent they purchased any Public Shares prior to the record date).

Holders of Warrants will not have redemption rights with respect to such Warrants. However, holders of Public Shares will retain their Warrants even if they exercise redemption rights with respect to their public shares. Accordingly, they may sell their Warrants freely in the open market. However, Alpine cannot assure the holders of Warrants that they

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will be able to sell their Warrants in the open market as there may not be sufficient liquidity in such securities when Warrantholders wish to sell their Warrants. Further, while the level of redemptions of Public Shares will not directly change the value of the Warrants because the Warrants will remain outstanding regardless of the level of redemptions, as redemptions of Public Shares increase, the holders of Warrants who exercise such Warrants will ultimately own a greater interest in New TBC because there would be fewer shares outstanding overall. See “Risk Factors — Future sales, or the perception of future sales, by New TBC or its stockholders in the public market following the Merger could cause the market price for New TBC Common Stock to decline” and “— We have not registered the shares of New TBC Common Stock issuable upon exercise of the Public Warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise Public Warrants, thus precluding such investor from being able to exercise its Public Warrants except on a cashless basis and potentially causing such Public Warrants to expire worthless.”

Recommendation of the Alpine Board of Directors

The Alpine board of directors has determined that the Business Combination, on the terms and conditions set forth in the Merger Agreement and Hotel Purchase Agreement, is advisable and in the best interests of Alpine and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the Special Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The Alpine board of directors recommends that Alpine’s stockholders vote “FOR” the Business Combination Proposal, “FOR” each of the Charter Proposals, “FOR” the election of each of the seven (7) directors nominated in the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal, if presented. See “Special Meeting of Stockholders — Recommendation of the Alpine Board of Directors and Reasons for the Business Combination” beginning on page 66.

Alpine’s Directors and Executive Officers Have Financial Interests in the Business Combination

Alpine’s executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Alpine’s stockholders. For instance, Kim Schaefer, Alpine’s Chief Executive Officer, is the Chief Executive Officer and a 6% stockholder of TBC on a fully diluted basis. Accordingly, she will receive an aggregate of 231,607 shares of New TBC Common Stock in exchange for her ownership interest in TBC, which would have a value of $2,316,070 (assuming a stock price of $10.00 per share). It is also anticipated that she will enter into an employment agreement with New TBC upon consummation of the Business Combination. It is also anticipated that Alex Lombardo, Alpine’s Chief Financial Officer, will enter into an employment agreement with New TBC upon consummation of the Business Combination, as will certain other advisors of Alpine. Each other member of Alpine’s Board is also anticipated to remain a director of New TBC upon consummation of the Business Combination. Additionally, Alpine’s officers, directors, advisors and/or their affiliates beneficially own shares of Alpine Common Stock and Private Placement Warrants that they purchased prior to, or simultaneously with, Alpine’s IPO. Alpine’s executive officers, directors and their affiliates have no redemption rights with respect to their Alpine Common Stock and their Private Placement Warrants will expire worthless in the event the Business Combination or a business combination with another target(s) is not effected in the required time period. These financial interests may have influenced the decision of Alpine’s directors and officers to approve the Business Combination and to continue to pursue such Business Combination. In considering the recommendations of Alpine’s board of directors to vote for the Business Combination Proposal and other proposals, its stockholders should consider these interests. The members of the Alpine board of directors were aware of and considered these interests, among other matters, when they approved the Merger Agreement and Hotel Purchase Agreement and recommended that Alpine stockholders approve the proposals required to effect the Business Combination. See “Proposal No. 1 — The Merger Agreement — Interests of Certain Persons in the Business Combination” beginning on page 121 and “Executive and Director Compensation” beginning on page 202.

Ownership of New TBC

As of the date of this proxy statement/prospectus, there are 13,550,000 shares of Alpine Common Stock issued and outstanding. As of the date of this proxy statement/prospectus, there are an aggregate of 5,350,000 Public Warrants and 5,152,500 Private Placement Warrants outstanding. Each whole warrant entitles the holder thereof to purchase one (1) share of Common Stock beginning 30 days after closing of the Business Combination.

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Table of Contents

The following table illustrates varying beneficial ownership levels in New TBC immediately following the consummation of the Business Combination assuming the levels of redemptions by the public stockholders indicated:

 

Share Ownership in
New TBC
(1)

 

Maximum
Redemption Under Existing Charter
(3)

No
Redemptions
(2)

 
   

Number of
Shares

 

Percentage of
Outstanding
Shares

 

Number of
Shares

 

Percentage of
Outstanding
Shares

Former TBC stockholders

 

4,960,000

 

17.1

%

 

4,960,000

 

44.0

%

Hotel Sellers

 

1,950,000

 

6.7

%

 

1,950,000

 

17.3

%

Alpine’s Public Stockholders(4)

 

16,050,000

 

55.2

%

 

5,350,000

 

47.5

%

Alpine’s Sponsor, officers, and directors(5)

 

6,492,395

 

22.3

%

 

6,492,395

 

57.7

%

Alpine’s IPO underwriter (Maxim)(6)

 

491,382

 

1.7

%

 

491,382

 

4.4

%

Alpine’s Chief Executive Officer (Ms. Schaefer)(7)

 

1,018,724

 

3.5

%

 

1,018,724

 

9.0

%

Alpine’s stockholder bonus shares

 

7,115,500

 

24.5

%

 

 

%

Proposed incentive plan

 

1,500,000

 

5.2

%

 

1,500,000

 

13.3

%

____________

(1)      Percentages may not sum to 100% due to the fact that SEC rules require that shares New TBC Common Stock receivable upon exercise of Warrants, held by Alpine’s Public Stockholders and Sponsor, officers, and directors, respectively, which will become exercisable 30 days after the closing of the Business Combination, be disclosed herein as beneficially owned by such group, but such shares of New TBC Common Stock are not counted in determining the total number of outstanding shares upon which the percentages stated in the table are calculated.

(2)      This scenario assumes that no Public Shares are redeemed.

(3)      This scenario assumes that 10,700,000 Public Shares are redeemed for an aggregate payment of approximately $110.5 million from the Trust Account, which is the maximum amount of redemptions under Alpine’s Existing Charter.

(4)      Includes 5,350,000 warrants.

(5)      Includes 4,180,202 warrants.

(6)      Includes 316,382 warrants.

(7)      Includes 655,917 warrants.

Sensitivity Analysis

To illustrate all of the potential sources of dilution to existing Alpine stockholders, we have set forth in the table below scenarios that illustrate the potential sources of dilution arising out of the Business Combination:

 

No redemption

     

33.3% redemption

     

50% redemption

     

66.7% redemption

     

100% redemption

   

Alpine – public stockholders

 

10,700,000

 

27.0

%

 

8,834,389

 

24.2

%

 

7,902,143

 

22.6

%

 

7,133,690

 

21.2

%

 

5,104,285

 

16.9

%

Alpine – Sponsor

 

2,312,193

 

5.8

%

 

2,312,193

 

6.3

%

 

2,312,193

 

6.6

%

 

2,312,193

 

6.9

%

 

2,312,193

 

7.6

%

Alpine – Maxim

 

175,000

 

0.4

%

 

175,000

 

0.5

%

 

175,000

 

0.5

%

 

175,000

 

0.5

%

 

175,000

 

0.6

%

Alpine – Ms. Schaefer

 

362,807

 

0.9

%

 

362,807

 

1.0

%

 

362,807

 

1.0

%

 

362,807

 

1.1

%

 

362,807

 

1.2

%

Alpine current stockholders

 

13,550,000

 

34.2

%

 

11,684,389

 

32.0

%

 

10,752,143

 

30.8

%

 

9,983,690

 

29.7

%

 

7,954,285

 

26.3

%

Alpine bonus shares

 

7,115,500

 

18.0

%

 

5,874,868

 

16.1

%

 

5,254,925

 

15.0

%

 

4,743,904

 

14.1

%

 

3,394,350

 

11.2

%

Alpine warrants

 

10,502,500

 

26.5

%

 

10,502,500

 

28.8

%

 

10,502,500

 

30.1

%

 

10,502,500

 

31.2

%

 

10,502,500

 

34.7

%

Hotels – acquisition

 

1,950,000

 

4.9

%

 

1,950,000

 

5.3

%

 

1,950,000

 

5.6

%

 

1,950,000

 

5.8

%

 

1,950,000

 

6.4

%

Proposed incentive plan

 

1,500,000

 

3.8

%

 

1,500,000

 

4.1

%

 

1,500,000

 

4.3

%

 

1,500,000

 

4.5

%

 

1,500,000

 

5.0

%

TBC – purchase

 

4,960,000

 

12.5

%

 

4,960,000

 

13.6

%

 

4,960,000

 

14.2

%

 

4,960,000

 

14.7

%

 

4,960,000

 

16.4

%

Total

 

39,578,000

   

 

 

36,471,757

   

 

 

34,919,567

   

 

 

33,640,094

   

 

 

30,261,135

   

 

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Table of Contents

Underwriting Fees as a Percentage of IPO Proceeds Net of Redemptions

 

No
Redemptions(1)

 

50%
Redemptions(2)

 

100%
Redemptions(3)

IPO underwriting fees

 

3,745,000

 

 

3,745,000

 

 

3,745,000

IPO proceeds net of redemptions

 

107,000,000

 

 

79,021,426

 

 

51,043,851

Underwriter fees as a percentage of proceeds net of redemptions

 

3.50

%

 

4.74

%

 

7.34

____________

(1)      This scenario assumes no redemption of public shares.

(2)      This scenario assumes redemption of 50% of public shares at $10.20 per share.

(3)      This scenario assumes redemption of 100% of public shares.

Effect of Redemptions and Underwriting Fees on Book Value Per Share

 

TBC
Historical

 

Alpine
Historical

 

0%
Redemption(1)

 

100%
Redemption(2)

September 30, 2022

   

 

   

 

   

 

   

 

Book value per diluted share

 

(0.08

)

 

(0.49

)

 

6.18

 

 

3.71

 

Impact of redemptions on book value per share

   

 

   

 

 

 

 

(2.47

)

Impact of underwriter fee on book value per share

   

 

   

 

 

(0.14

)

 

(0.21

)

____________

(1)      This scenario assumes no public shares are redeemed and bonus shares (7,115,500) are issued

(2)      This scenario assumes all public shares (10,700,000) are redeemed.

Organizational Structure

Following the Business Combination, TBC will be a wholly-owned subsidiary of New TBC and the Hotels will be owned by New TBC or through newly-formed wholly-owned subsidiaries. New TBC will then operate the TBC business and will employ TBC’s intellectual property and business in the Hotels. The security holders of Alpine, TBC and the Hotels will all be security holders of New TBC.

Regulatory Approval Required for the Business Combination

The Business Combination is not subject to any federal or state regulatory requirement or approval, except for the filings required with the State of Delaware necessary to effectuate the Merger.

Appraisal Rights

Alpine stockholders will not have appraisal rights in connection with the proposed Business Combination under the DGCL.

Listing

Alpine’s Units, Common Stock and Warrants are currently listed on Nasdaq under the symbols “REVEU,” “REVE,” and “REVEW,” respectively. We expect that Alpine’s Units will separate into their constituent securities in connection with the Business Combination and cease trading. New TBC’s Common Stock and Warrants will continue trading under the same trading symbols as Alpine’s Common Stock and Warrants. It is a condition of the consummation of the Business Combination that the New TBC Common Stock is approved for listing on Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition set forth in the Merger Agreement and Hotel Purchase Agreement is waived by the parties to the Merger Agreement and Hotel Purchase Agreement, respectively.

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Table of Contents

Risk Factors and Risk Factor Summary

An investment in our securities involves a high degree of risk. In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes, and especially consider the discussion of material risks discussed in this section. This summary of material risks should be read in conjunction with the “Risk Factors” section below and should not be relied upon as an exhaustive summary of the material risks facing our business and the proposed Business Combination. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. Such material risks include, but are not limited to:

Risks Related to TBC’s Business and Industry

        Our business model is novel and unproven and we may not realize our expected synergies in combining the TBC technology with the Hotels we are acquiring.

        TBC’s operations are relatively new and subject to risks related to new business ventures.

        Our operations will be subject to risks from the behavior of guests that visit our hotels.

        We will face significant competition from other location-based entertainment providers and family destination resorts.

        If we are unable to effectively address changing market demands, it could negatively impact our profitability.

        Decrease in the demand for leisure travel could negatively impact our business and results of operations.

        Decline in discretionary consumer spending or consumer confidence could negatively impact our success.

        We may not be able to effectively manage our growth.

        If we are unable to effectively protect our intellectual property rights, it could negatively impact our operations.

        Our procurement of new games and amusement and entertainment offerings is contingent upon availability, and in some instances, our ability to obtain licensing rights.

        The conversion of properties we acquire, such as the Hotels, will likely result in ceasing operations for limited periods of time and will result in negative cash flow from operations for such periods.

        We rely on our key personnel to effectively manage our operations.

        Increased labor costs and employee health and welfare benefits associated with hotels may reduce our results of operations.

        Unionization activities or labor disputes may disrupt our operations and affect our profitability.

        Our business depends on our ability to meet our workforce needs.

        The success of our longer-term growth strategy depends in part on our ability to purchase and or lease, convert and operate new hotels profitability, and on our ability to optimize our existing locations.

        Change in market valuations of conference hotels could negatively impact our profitability.

        We will depend on a limited group of suppliers to provide us with necessary components for our operations and this dependence could expose us to an inability to acquire the necessary pieces for the operations of our business.

        We will have significant discretion regarding how the funds from the trust account are utilized following consummation of the Business Combination.

        Unexpected zoning and business regulations could negatively impact our operations.

        We rely on brand recognition to drive customers to our properties and a failure to optimize our brand identity could impact our operations.

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        Publicity around our product launches may be negative and impact our profitability.

        Our business may be subject to seasonal sales fluctuations which could result in volatility or have an adverse effect on the market price of our common stock.

        Our business is subject to interruptions, delays or failures resulting from earthquakes, other natural catastrophic events, violent crime or terrorism.

        Compliance obligations may require substantial financial and management resources, which would take attention away from our operations.

        Failure of our internal control over financial reporting could harm our business and financial results.

        The COVID-19 pandemic has disrupted and is expected to continue to disrupt our business, which has had a material adverse impact on our business, results of operations, liquidity and financial condition and could continue for an extended period of time. Future outbreaks of contagious diseases or other adverse public health developments in the United States or worldwide could have similar impacts on our business.

        Our ability to raise capital following consummation of the Business Combination may be limited, and our failure to raise capital when needed could prevent us from growing.

        We expect to rely on debt to fund our operations. The inability to effectively manage our indebtedness could negatively impact our operations.

        Our debt agreements contain, and future debt agreements may contain, restrictions that may limit our flexibility in operating our business.

        Substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our indebtedness.

        Cyber security risks and the failure to maintain the integrity of internal or guest data could result in damages to our reputation and/or subject us to costs, fines or lawsuits.

        Information technology system failures or interruptions may impact our ability to effectively operate our business.

        Cyber security breaches or other privacy or data security incidents that expose confidential customer, personal employee or other material, confidential information that is stored in our information systems or by third parties may adversely impact our business.

Risks Related to the Business Combination

        If Alpine’s stockholders fail to properly demand redemption rights, they will not be entitled to redeem their Public Shares for a pro rata portion of the Trust Account.

        Alpine’s current directors, executive officers, advisors and their affiliates own shares of Alpine Common Stock and Private Placement Warrants that will be worthless if the Business Combination are not approved. Such interests may have influenced their decision to approve the Business Combination.

        Alpine’s current directors, executive officers, advisors and their affiliates stand to make a substantial profit on the shares of Alpine Common Stock that they own, even if the New TBC Common Stock subsequently declines in value or is unprofitable for public stockholders, and such interests may have influenced their decision to approve the Business Combination.

        The Sponsor, an entity affiliated with Alpine’s officers and directors, is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced management’s decision to pursue the Business Combination and the board’s decision to approve it.

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Table of Contents

        Alpine’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Alpine’s public stockholders.

        The exercise of Alpine’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Alpine’s stockholders’ best interest.

        If Alpine is unable to complete the Business Combination or another business combination by March 2, 2023 or such later date as may be approved by Alpine’s stockholders, Alpine will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Alpine and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than approximately $10.51 per share.

        In the event that the proposed Business Combination is not approved, public stockholders who tendered their shares for redemption may be unable to sell their shares when they wish.

        Alpine’s stockholders may be held liable for claims by third parties against Alpine to the extent of distributions received by them.

        Activities taken by existing Alpine stockholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on the Common Stock.

        Alpine and TBC will incur significant transaction and transition costs in connection with the Business Combination, and New TBC will incur additional costs and obligations as a result of being a public operating company following the Business Combination.

        The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

        The Business Combination may be completed even if a majority of the Public Shares do not vote in favor of the Business Combination Proposal.

        Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

        Alpine is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the New TBC Common Stock less attractive to investors.

        The Existing Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with Alpine or its directors, officers, employees or stockholders.

        If Alpine’s due diligence investigation of TBC or the Hotels was inadequate, then Alpine’s stockholders following the consummation of the Business Combination could lose some or all of their investment.

        Because New TBC will become a public reporting company by means other than a traditional underwritten IPO, New TBC’s stockholders may face additional risks and uncertainties.

        The receipt of Bonus Dividend shares should not be subject to U.S. federal income taxation, but there can be no assurance in this regard.

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Table of Contents

Additional Risks Relating to Ownership of New TBC Common Stock following the Business Combination

        An established market for our securities may not develop following consummation of the business combination.

        Nasdaq may delist New TBC’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject New TBC to additional trading restrictions.

        Although publicly traded, the trading market in New TBC Common Stock may become substantially less liquid than the average trading market for a stock quoted on the Nasdaq Stock Market following the consummation of the Business Combination, and this low trading volume may adversely affect the price of the New TBC Common Stock.

        New TBC’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

        If securities analysts do not publish research or reports about New TBC’s business or if they downgrade New TBC’s stock or New TBC’s sector, New TBC’s stock price and trading volume could decline.

        A registration statement may not be in place when an investor desires to exercise Public Warrants, thus precluding such investor from being able to exercise its Public Warrants except on a cashless basis and potentially causing such Public Warrants to expire worthless.

        The Public Warrants and Private Placement Warrants are being accounted for as liabilities and are being recorded at fair value upon issuance with changes in fair value each period reported in our earnings. The changes in value of the Public Warrants and Private Placement Warrants could have an adverse effect on the market price of Alpine’s Common Stock prior to the Business Combination or the New TBC Common Stock following the Business Combination, and may have an adverse effect on our financial results and/or make it more difficult for us to consummate the Business Combination.

        The Private Placement Warrants have different features than the Public Warrants.

        Our actual operating and financial results in any given period may differ from guidance we provide to the public, including our most recent public guidance.

        We do not intend to pay dividends for the foreseeable future. As a result, you will be relying solely on the appreciation in value of our securities to achieve a return on your investment.

Accounting Treatment

The Merger is expected to be accounted for as a forward acquisition assuming no redemptions and a reverse recapitalization assuming 100% redemptions. The Hotel Purchase is expected to be accounting for as an asset acquisition.

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Table of Contents

SELECTED HISTORICAL FINANCIAL INFORMATION OF ALPINE

The following table sets forth selected historical financial information derived from Alpine’s (i) unaudited condensed financial statements included elsewhere in this proxy statement/prospectus as of September 30, 2022 and for the three and nine month period then ended and (ii) audited financial statements included elsewhere in this proxy statement/prospectus as of December 31, 2021 and for the period from February 8, 2021 (inception) through December 31, 2021. You should read the following summary financial information in conjunction with the section entitled “Alpine’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Alpine’s financial statements and related notes appearing elsewhere in this proxy statement/prospectus.

Alpine has neither engaged in any business operations nor generated any revenue to date. Alpine’s only activities from inception through the record date were organizational activities and those necessary to complete its IPO and identify a target company for a business combination. Alpine does not expect to generate any operating revenue until after the completion of the Business Combination.

Income statement data
(In thousands)

 

For the
Nine Months
Ended
September 30,
2022

 

For the
period from February 8, 2021 through
December 31,
2021

Revenues

 

$

 

 

$

 

Cost of revenue

 

 

 

 

 

 

Gross profit

 

 

 

 

 

 

   

 

 

 

 

 

 

 

General and administrative expenses

 

 

1,601

 

 

 

547

 

Total expenses

 

 

1,601

 

 

 

547

 

Loss from operations

 

 

(1,601

)

 

 

(547

)

   

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

Interest income

 

 

660

 

 

 

2

 

Change in fair value of derivative liability

 

 

3,674

 

 

 

8,821

 

Unrealized gain of fair value of Note payable – Sponsor

 

 

(74

)

 

 

 

Offering costs allocated to the warrant liability

 

 

 

 

 

(2,188

)

Total other income

 

 

4,260

 

 

 

6,635

 

Net income before income tax provision

 

 

2,659

 

 

 

6,088

 

Income tax provision

 

 

(77

)

 

 

 

Net income

 

$

2,582

 

 

$

6,088

 

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Balance sheet data
(In thousands)

 

As of
September 30,
2022

 

As of
December 31,
2021

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash

 

$

48

 

 

$

367

 

Due from Sponsor

 

 

25

 

 

 

25

 

Prepaid expenses

 

 

718

 

 

 

355

 

Total current assets

 

 

791

 

 

 

747

 

   

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

 

 

 

189

 

Investments held in Trust Account

 

 

110,872

 

 

 

109,142

 

Total non-current assets

 

 

110,872

 

 

 

109,331

 

TOTAL ASSETS

 

 

111,663

 

 

 

110,078

 

   

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

 

Accrued expenses

 

 

608

 

 

 

176

 

Note payable – Sponsor

 

 

1,070

 

 

 

 

Note payable – Sponsor at fair value (cost $1,100,000 and $0)

 

 

937

 

 

 

 

Total current liabilities

 

 

2,615

 

 

 

176