Current Report Filing (8-k)
February 07 2023 - 5:01PM
Edgar (US Regulatory)
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2023-02-06
2023-02-06
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REVE:UnitsEachConsistingOfOneShareOfCommonStockAndOnehalfOfOneRedeemableWarrantMember
2023-02-06
2023-02-06
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REVE:CommonStockParValue0.0001PerShareMember
2023-02-06
2023-02-06
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REVE:RedeemableWarrantsExercisableForCommonStockAtExercisePriceOf11.50PerShareMember
2023-02-06
2023-02-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 6, 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, Arizona 85268
(Address
of Principal Executive Offices) (Zip Code)
(703)
899-1028
(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 Nasdaq Stock Market
LLC |
Common stock, par value $0.0001 per share |
|
REVE |
|
The Nasdaq Stock Market
LLC |
Redeemable warrants, exercisable for common stock at an exercise price of $11.50 per share |
|
REVEW |
|
The Nasdaq Stock 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
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
information relating to the Note included in Item 8.01 is incorporated by reference in this item to the extent required herein.
Item
8.01 Other Events.
On
February 6, 2023, Alpine Acquisition Sponsor LLC (the “Sponsor”) loaned to Alpine Acquisition Corporation (the “Company”)
an aggregate of $100,000 for working capital purposes. The loan is evidenced by a promissory note (the “Note”) which
is non-interest bearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, or other similar
business combination with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business
Combination, the Sponsor will have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part,
into warrants (the “Warrants”) of the Company, with each Warrant entitling the holder to purchase one share of the
Company’s common stock at an exercise price of $11.50 per share. The Warrants issued as a result of conversion of the Note will
be identical to the warrants included in the units issued by the Company in its initial public offering.
If
the Company does not consummate a Business Combination the Note will not be repaid and all amounts owed under the Note will be forgiven
except to the extent that the Company has funds available to it outside of its trust account established in connection with the initial
public offering (the “Trust Account”). The issuance of the Note was exempt pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended.
The
foregoing summary of the Note is qualified in its entirety by reference to the text of the Note, which is filed as an exhibit hereto
and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits:
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 7, 2023
|
ALPINE ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/ Kim Schaefer |
|
|
Name: |
Kim Schaefer |
|
|
Title: |
Chief Executive Officer |
2
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