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 | | 001-40765 | | 86-1957639 |
| (State or Other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | 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 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
| | ALPINE ACQUISITION CORPORATION |
| | | |
| | By: | /s/ Kim Schaefer |
| | | Name: Kim Schaefer |
| | | Title: Chief Executive Officer |
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