Item 5.07. Submission of Matters
to a Vote of Security Holders.
On
February 28, 2023, the Company held a special meeting of stockholders (the “Meeting”) to approve an amendment to its
amended and restated certificate of incorporation extending the period of time for the Company to consummate an initial business combination
from March 2, 2023 to April 2, 2023. An aggregate of 8,931,349 shares of the Company’s common stock, which represents a quorum of
the outstanding common stock entitled to vote as of the record date of January 3, 2023, were represented in person or by proxy at the
Meeting.
The
Company’s stockholders voted on the following proposal at the Meeting, which was approved:
(1) Proposal No. 1
— The Extension Amendment Proposal — a proposal to amend the Company’s amended and restated certificate of
incorporation to extend the date by which the Company has to consummate a business combination from March 2, 2023 to April 2, 2023. The
following is a tabulation of the votes with respect to this proposal, which was approved by the Company’s stockholders:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 7,804,550 |
|
1,126,799 |
|
0 |
|
0 |
Holders of an aggregate of
10,489,177 shares of the Company’s common stock exercised their right to redeem their shares for an aggregate of approximately $110.2
million in cash.
On
March 2, 2023, the Company filed the amendment to its amended and restated certificate of incorporation with the Secretary of State of
the State of Delaware. A copy of the amendment is attached hereto as Exhibit 3.1.
Alpine now has until April
2, 2023 to consummate an initial business combination.
Cautionary Note
Regarding Forward Looking Statements
None
of Alpine, TBC, Hotel Sellers, or any of their respective affiliates makes any representation or warranty as to the accuracy or completeness
of the information contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or
to contain all the information that a person may desire in considering the proposed Transactions discussed herein. It is not intended
to form the basis of any investment decision or any other decision in respect of the proposed Transactions.
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the federal securities laws with respect
to the proposed transactions between Alpine and TBC and Hotel Sellers respectively, including statements regarding the benefits of the
transaction, the anticipated timing of the Transactions, the business of TBC and the markets in which it and the Hotels operate. Actual
results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking statements
as predictions of future events. These forward-looking statements generally are identified by the words “aspire,” “expect,”
“estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,”
“plan,” “may,” “will,” “will be,” “will continue,” “will likely result,”
“could,” “should,” “believe(s),” “predicts,” “potential,” “continue,”
“future,” “opportunity,” “strategy,” and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without limitation, Alpine’s, TBC’s, and Hotel Sellers’ expectations
with respect to future performance and anticipated financial impacts of the proposed Transactions.
These
forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the
expected results. Most of these factors are outside Alpine’s, TBC’s, and Hotel Sellers’ control and are difficult to
predict. Factors that may cause such differences include, but are not limited to: the risk that the benefits of the Business Combination
may not be realized; the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect
the price of Alpine’s securities; the failure to satisfy the conditions to the consummation of the Business Combination, including
the failure of Alpine’s stockholders to approve and adopt the Merger Agreement or the failure of Alpine to satisfy the Minimum Cash
Condition following redemptions by its stockholders; the occurrence of any event, change or other circumstance that could give rise to
the termination of the Merger Agreement or Hotel Purchase Agreement; the outcome of any legal proceedings that may be initiated following
announcement of the Business Combination; any issue regarding the combined company’s continued listing on a national securities
exchange after Closing; the risk that the proposed Transactions disrupt current plans and operations of TBC as a result of the announcement
and consummation of the Business Combination; costs related to the Business Combination; changes in applicable laws or regulations; the
possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; the impact of
COVID-19 or other adverse public health developments; and other risks and uncertainties that will be detailed in the Proxy Statement/Prospectus
(as defined below) and as indicated from time to time in Alpine’s filings with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking
statements.
Alpine,
TBC, and Hotel Sellers caution that the foregoing list of factors is not exclusive. Alpine, TBC, and Hotel Sellers caution readers not
to place undue reliance upon any forward-looking statements, which speak only as of the date made. None of Alpine, TBC, or Hotel Seller
undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect
any change in its expectations or any change in events, conditions or circumstances on which any such statement is based.
Additional Information
and Where to Find It
This
document is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the transaction and does not constitute an offer to sell, buy, or exchange or the solicitation of an offer to sell, buy, or exchange any
securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities
or solicitation of any vote or approval in any jurisdiction in contravention of applicable law.
In
connection with the proposed transactions between Alpine and TBC and Hotel Sellers respectively, Alpine has filed with the SEC a registration
statement on Form S-4 which includes New TBC’s prospectus as well as Alpine’s proxy statement (the “Proxy Statement/Prospectus”).
Alpine has mailed the definitive Proxy Statement/Prospectus to its stockholders in connection with the transaction. INVESTORS AND SECURITYHOLDERS
OF Alpine ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ALPINE, TBC, THE HOTELS, THE TRANSACTION AND RELATED MATTERS.
Investors and securityholders may obtain free copies of the Proxy Statement/Prospectus and other documents filed with the SEC by New TBC
and Alpine through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders may obtain free copies
of the documents filed with the SEC on Alpine’s website at https://alpineacquisitioncorp.com/investors or by directing a written
request to Alpine at 10141 N. Canyon View Lane, Fountain Hills, Arizona 85268.
Participants in
the Solicitation
Alpine,
TBC, and certain of their respective directors, executive officers, and employees may be considered to be participants in the solicitation
of proxies in connection with the transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants
in the solicitation of the stockholders of Alpine in connection with the transaction, including a description of their respective direct
and indirect interests, by security holdings or otherwise, is included in the Proxy Statement/Prospectus described above. Additional information
regarding Alpine’s directors and executive officers can also be found in Alpine’s final prospectus dated August 19, 2021 and
declared effective by the SEC on August 30, 2021. These documents are available free of charge as described above.
