Alpine Acquisition : Current Report - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2023

ALPINE ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware		001-40765		86-1957639
(State or Other Jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification No.)

10141 N. Canyon View Lane

Fountain Hills, Arizona85268

(Address of Principal Executive Offices) (Zip Code)

[phone]

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant		REVEU		The NasdaqStock Market LLC
Common stock, par value $0.0001 per share		REVE		The NasdaqStock Market LLC
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share		REVEW		The NasdaqStock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

As previously disclosed, on February 24, 2023, Alpine Acquisition Corp. (the "Company") adjourned its special meeting in lieu of an annual meeting of stockholders (the "Special Meeting") scheduled for February 24, 2023 at 10:00 a.m. to February 28, 2023 at 2:00 p.m. The Special Meeting is being held to consider the Company's proposed business combination with Two Bit Circus Inc. On February 28, 2023, the Company again adjourned the Special Meeting, until March 16, 2023 at 12:00 PM, to give the Company additional time to engage with its stockholders and finalize terms in connection with the proposed business combination.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 28, 2023

	ALPINE ACQUISITION CORPORATION
	By:	/s/ Kim Schaefer
		Name:	Kim Schaefer
		Title:	Chief Executive Officer

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