Item 7.01 Regulation FD Disclosure
As previously disclosed, Alpine
Acquisition Corporation, a Delaware corporation (“Alpine”), has entered into an Agreement and Plan of Merger (the “Merger
Agreement”) with AAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Alpine (“Merger Sub”),
and Two Bit Circus, Inc., a Delaware corporation (“TBC”). Pursuant to the Merger Agreement, Merger Sub will merge with
and into TBC, with TBC surviving the merger as a wholly-owned subsidiary of Alpine (the “Merger”). As a result of the
Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement including the Hotel Purchase
(as defined below) (together with the Merger, the “Transactions” or “Business Combination”), TBC
will become a wholly-owned subsidiary of Alpine and the stockholders of TBC will become stockholders of Alpine. TBC is a Los Angeles-based
experiential entertainment company that is affiliated with certain members of Alpine’s management team.
Concurrently with the execution
of the Merger Agreement as contemplated therein, Alpine entered into a Purchase and Sale Agreement (the “Hotel Purchase Agreement”
and collectively with the Merger Agreement the “Business Combination Agreements”) with Pool IV Finance LLC, Pool IV
TRS LLC and PHF II Stamford LLC (“Hotel Sellers”) pursuant to which Alpine will purchase (the “Hotel Purchase”)
the Hilton Stamford Hotel & Executive Meeting Center and the Crowne Plaza Denver Airport Convention Center Hotel (collectively, the
“Hotels”) simultaneously with the closing of the Merger.
Attached as Exhibit 99.1 to
this Current Report is an updated investor presentation that will be used to discuss the Transactions with certain of Alpine’s stockholders
and other persons interested in purchasing Alpine’s securities in connection with the Transactions.
The information set forth in this Item 7.01, including
the exhibit attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth
by specific reference in such filing.
Cautionary Note Regarding Forward Looking
Statements
None of Alpine, TBC, Hotel
Sellers, or any of their respective affiliates makes any representation or warranty as to the accuracy or completeness of the information
contained in this Current Report on Form 8-K. This Current Report on Form 8-K is not intended to be all-inclusive or to contain all the
information that a person may desire in considering the proposed Transactions discussed herein. It is not intended to form the basis of
any investment decision or any other decision in respect of the proposed Transactions.
This Current Report on Form
8-K and the exhibit furnished herewith includes “forward-looking statements” within the meaning of the federal securities
laws with respect to the proposed transactions between Alpine and TBC and Hotel Sellers respectively, including statements regarding the
benefits of the transaction, the anticipated timing of the Transactions, the business of TBC and the markets in which it and the Hotels
operate. Actual results may differ from expectations, estimates and projections and consequently, you should not rely on these forward-looking
statements as predictions of future events. These forward-looking statements generally are identified by the words “aspire,”
“expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “will be,” “will continue,” “will
likely result,” “could,” “should,” “believe(s),” “predicts,” “potential,”
“continue,” “future,” “opportunity,” “strategy,” and similar expressions are intended
to identify such forward-looking statements. These forward-looking statements include, without limitation, Alpine’s, TBC’s,
and Hotel Sellers’ expectations with respect to future performance and anticipated financial impacts of the proposed Transactions.
These forward-looking statements
involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of
these factors are outside Alpine’s, TBC’s, and Hotel Sellers’ control and are difficult to predict. Factors that may
cause such differences include, but are not limited to: the risk that the benefits of the Business Combination may not be realized; the
risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Alpine’s
securities; the failure to satisfy the conditions to the consummation of the Business Combination, including the failure of Alpine’s
stockholders to approve and adopt the Merger Agreement or the failure of Alpine to satisfy the Minimum Cash Condition following redemptions
by its stockholders; the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement
or Hotel Purchase Agreement; the outcome of any legal proceedings that may be initiated following announcement of the Business Combination;
any issue regarding the combined company’s continued listing on a national securities exchange after Closing; the risk that the
proposed Transactions disrupt current plans and operations of TBC as a result of the announcement and consummation of the Business Combination;
costs related to the Business Combination; changes in applicable laws or regulations; the possibility that the combined company may be
adversely affected by other economic, business, and/or competitive factors; the impact of COVID-19 or other adverse public health developments;
and other risks and uncertainties that will be detailed in the Proxy Statement/Prospectus (as defined below) and as indicated from time
to time in Alpine’s filings with the SEC. These filings identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements.
Alpine, TBC, and Hotel Sellers
caution that the foregoing list of factors is not exclusive. Alpine, TBC, and Hotel Sellers caution readers not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. None of Alpine, TBC, or Hotel Seller undertake or accept any
obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its
expectations or any change in events, conditions or circumstances on which any such statement is based.
Additional Information and Where to Find
It
This document is not a proxy
statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction and does
not constitute an offer to sell, buy, or exchange or the solicitation of an offer to sell, buy, or exchange any securities or the solicitation
of any vote or approval in any jurisdiction, nor shall there be any sale, purchase, or exchange of securities or solicitation of any vote
or approval in any jurisdiction in contravention of applicable law.
In connection with the proposed
transactions between Alpine and TBC and Hotel Sellers respectively, Alpine has filed with the SEC a registration statement on Form S-4
which includes New TBC’s prospectus as well as Alpine’s proxy statement (the “Proxy Statement/Prospectus”).
Alpine plans to mail the definitive Proxy Statement/Prospectus to its stockholders in connection with the transaction. INVESTORS AND SECURITYHOLDERS
OF Alpine ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ALPINE, TBC, THE HOTELS, THE TRANSACTION AND RELATED MATTERS.
Investors and securityholders will be able to obtain free copies of the Proxy Statement/Prospectus (when available) and other documents
filed with the SEC by New TBC and Alpine through the website maintained by the SEC at www.sec.gov. In addition, investors and securityholders
will be able to obtain free copies of the documents filed with the SEC on Alpine’s website at https://alpineacquisitioncorp.com/investors
or by directing a written request to Alpine at 10141 N. Canyon View Lane, Fountain Hills, Arizona 85268.
Participants in the Solicitation
Alpine, TBC, and certain of
their respective directors, executive officers, and employees may be considered to be participants in the solicitation of proxies in connection
with the transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation
of the stockholders of Alpine in connection with the transaction, including a description of their respective direct and indirect interests,
by security holdings or otherwise, is included in the Proxy Statement/Prospectus described above. Additional information regarding Alpine’s
directors and executive officers can also be found in Alpine’s final prospectus dated August 19, 2021 and declared effective by
the SEC on August 30, 2021. These documents are available free of charge as described above.
Non-GAAP Financial Information
Some of the financial information
and data contained in the exhibit furnished herewith does not conform to SEC Regulation S-X in that it includes certain financial information
not derived in accordance with GAAP. Accordingly, such information and data will be adjusted and presented differently in the Proxy Statement/Prospectus.
Alpine and TBC believe that the presentation of non-GAAP measures provides information that is useful to investors as it indicates more
clearly the ability of TBC to meet capital expenditures and working capital requirements and otherwise meet its obligations as they become
due and facilitates comparison of the results of its business operations between its current, past, and projected future periods.