Current Report Filing (8-k)
September 09 2021 - 4:23PM
Edgar (US Regulatory)
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): September 2, 2021
ALPINE
ACQUISITION CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
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001-40765
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86-1957639
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e 4(c))
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Securities
registered pursuant to section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Units,
each consisting of one share of common stock and one-half of one redeemable warrant
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REVEU
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The
Nasdaq Stock Market LLC
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Common
stock, par value $0.0001 per share
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REVE
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The
Nasdaq Stock Market LLC
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Redeemable
warrants, exercisable for common stock at an exercise price of $11.50 per share
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REVEW
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The
Nasdaq Stock Market LLC
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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
3.02. Unregistered Sales of Equity Securities.
The
information provided in Item 8.01 of this Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01. Other Events.
On September 2, 2021, Alpine
Acquisition Corporation (the “Company”) consummated the initial public offering (“IPO”) of 10,700,000
of its units (“Units”), including 700,000 units subject to the underwriters’ over-allotment option. Each Unit
consists of one share of common stock, $.0001 par value (“Common Stock”), of the Company and one-half of one redeemable
warrant (“Warrant”), with each Warrant entitling the holder to purchase one share of Common Stock for $11.50. The Units
were sold at an offering price of $10.00 per Unit, generating gross proceeds of $107,000,000.
Simultaneously with the consummation
of the IPO, the Company consummated the private placement (“Private Placement”) of 5,152,500 warrants (“Private
Placement Warrants”) at a price of $1.00 per Private Placement Warrant, generating total proceeds of $5,152,500. The Private
Placement Warrants were purchased by the Company’s sponsor, Alpine Acquisition Sponsor LLC. The Private Placement Warrants are identical
to the Warrants included in the Units sold in the IPO, except that the Private Placement Warrants are non-redeemable and may be exercised
on a cashless basis, in each case so long as they continue to be held by the initial stockholders or their permitted transferees. The
purchasers of the Private Placement Warrants have agreed not to transfer, assign, or sell any of the Private Placement Warrants or shares
of Common Stock underlying the Private Placement Warrants (except to certain transferees) until after the completion of the Company’s
initial business combination.
An
audited balance sheet as of September 2, 2021 reflecting receipt of the proceeds received by the Company in connection with the consummation
of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
A copy of the press release issued by the Company announcing the consummation of the IPO and Private Placement is included as Exhibit
99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statement 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:
September 9, 2021
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ALPINE ACQUISITION CORPORATION
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By:
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/s/
Kim Schaefer
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Name:
Kim Schaefer
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Title: Chief
Executive Officer
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2
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