Alpine Acquisition (REVE) S-4/ARegistration of securities issued in business combination transactions (amended)

As filed with the Securities and Exchange Commission on December 16, 2022

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________

AMENDMENT NO. 2 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

______________

ALPINE ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)

______________

10141 N. Canyon View Lane
Fountain Hills, Arizona 85268
(703) 899-1028
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________

Kim Schaefer, Chief Executive Officer
10141 N. Canyon View Lane
Fountain Hills, Arizona 85268
(703) 899-1028
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________

With copies to:

_______________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and upon completion of the merger and acquisitions described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to registered additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, please place an ☐ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
DATED DECEMBER 16, 2022, SUBJECT TO COMPLETION

PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
OF
ALPINE ACQUISITION CORPORATION

PROSPECTUS FOR UP TO 6,910,000 SHARES OF COMMON STOCK

Alpine Acquisition Corporation, a Delaware corporation (“Alpine”), has entered into an Agreement and Plan of Merger, as amended (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”). Concurrently with the execution of the Merger Agreement, Alpine entered into a Purchase and Sale Agreement (“Hotel Purchase Agreement”) by and among Pool IV Finance LLC, Pool IV TRS LLC and PHF II Stamford LLC, as sellers (“Hotel Sellers”), and Alpine, as purchaser, for the purchase and sale of the Hilton Stamford Hotel & Executive Meeting Center and the Crowne Plaza Denver Airport Convention Center Hotel (together, the “Hotels”). The transactions contemplated by the Hotel Purchase Agreement are referred to herein collectively as the “Hotel Purchase” and the Merger and Hotel Purchase are sometimes referred to as the “Business Combination.” In connection with the Business Combination, Alpine will change its name to “Two Bit Entertainment Corp.” We refer to Alpine after the consummation of the Business Combination as “New TBC”.

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of TBC common stock (“Existing TBC Common Stock”) issued and outstanding immediately before the Effective Time (other than such Existing TBC Common Stock as may be held by Alpine or in treasury by TBC, which shares shall be cancelled pursuant to the Merger Agreement (the “Cancelled Shares”), and TBC Common Stock held by holders who exercise dissenters’ rights under Section 262 of the Delaware General Corporations Law (“Dissenting Shares”)) will be converted into and become the right to receive a number of shares of New TBC common stock, par value $0.0001 per share (“New TBC Common Stock”), equal to (a) (i) (I) $49,600,000, minus (II) the aggregate outstanding balance of the convertible promissory notes issued by TBC between October 19, 2021 and March 24, 2022 with an initial principal balance of $5,010,000 (“TBC Convertible Notes”) that are not converted into shares of TBC Common Stock immediately prior to the Closing, divided by (ii) $10.00, divided by (b) the number of shares of TBC Common Stock issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares and Dissenting Shares) (the “Merger Consideration Shares”). TBC currently has certain outstanding derivative securities (“TBC Derivative Securities”) exchangeable for or convertible into TBC Common Stock. Pursuant to the Merger Agreement, prior to the Effective Time, all TBC Derivative Securities shall be exercised for or converted into shares of TBC Common Stock and treated as described above or terminated.

Pursuant to the Hotel Purchase Agreement, Alpine will acquire the Hotels and related property for an aggregate purchase price of $65,000,000 (“Purchase Price”), payable in the form of (x) $45,500,000 of cash (the “Cash Payment”) and (y) 1,950,000 shares of New TBC Common Stock (equal to $19,500,000 divided by $10.00) (the “Hotel Purchase Consideration Shares”).

Immediately after the Effective Time, without taking into effect shares of New TBC Common Stock which may be issued upon the exercise of outstanding warrants of Alpine and shares that may be issued under the proposed Long-Term Incentive Equity Plan, the current stockholders of Alpine (excluding Alpine Acquisition Sponsor LLC, Alpine’s sponsor (the “Sponsor”), and Alpine’s officers, directors and advisors which will hold 10.3% of the issued and outstanding New TBC Common Stock) will hold approximately 64.6% of the issued and outstanding New TBC Common Stock, TBC’s stockholders prior to the Merger will hold approximately 18.0% of the issued and outstanding New TBC Common Stock, and the Hotel Sellers will hold approximately 7.1% of the issued and outstanding New TBC Common Stock, which pro forma ownership assumes (i) no holders of Alpine common stock issued in Alpine’s initial public offering (“Public Shares”) exercise their redemption rights and that an aggregate of 7,115,500 shares of New TBC Common Stock are issued as a bonus dividend to such holders of Public Shares for not exercising such redemption rights; (ii) all Existing TBC Convertible Notes are converted into Existing TBC Common Stock immediately prior to the Effective Time, (iii) that 4,960,000 Merger Consideration Shares are issued as consideration to equity holders of TBC; (iv) that there are 27,575,500 shares of New TBC Common Stock outstanding following the consummation of the Business Combination. After taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages would be approximately 29.2%, 0%, 50.8% and 20.0%, respectively. If the maximum number of Public Shares are redeemed, without taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages will be approximately 29.2%, 0%, 50.8%, and 20.0%, respectively. After taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages would be approximately 71.1%, 47.5%, 44.0% and 17.3%, respectively. See the section titled “The Business Combination Proposal — Structure of the Business Combination” for more information.

Proposals to approve the Merger Agreement, the Hotel Purchase Agreement and the other matters discussed in this proxy statement/prospectus will be presented at a special meeting in lieu of an annual meeting of Alpine stockholders scheduled to be held on _______, 2022 in virtual format.

Alpine’s units, common stock and warrants are publicly traded on the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “REVEU” “REVE” and “REVEW.” In connection with the Business Combination, Alpine intends to apply to have the New TBC Common Stock and Warrants listed on Nasdaq. Alpine’s Units will separate into their constituent securities in connection with the Business Combination and cease trading and we expect New TBC’s Common Stock and Warrants to trade under the same trading symbols as Alpine’s Common Stock and Warrants following consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the New TBC Common Stock is approved for listing on Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements), but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the parties to the Merger Agreement.

Alpine is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

This proxy statement/prospectus provides you with detailed information about the proposed Business Combination. It also contains or references information about Alpine and TBC and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, you should read the “Risk Factors” section beginning on page 33 for a discussion of the risks you should consider in evaluating the proposed Business Combination and how it will affect you.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Business Combination, the issuance of shares of New TBC Common Stock in connection with the Business Combination or the other transactions described in this proxy statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [•], 2022, and is first being mailed to stockholders of Alpine on or about such date.

PRELIMINARY — SUBJECT TO COMPLETION, DATED DECEMBER 16, 2022

ALPINE ACQUISITION CORPORATION

NOTICE OF THE SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON _____, 2022

TO THE STOCKHOLDERS OF ALPINE ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of an annual meeting (the “Special Meeting”) of the stockholders of Alpine Acquisition Corporation, a Delaware corporation (“Alpine”), will be held on _______, 2022, at 10:00 a.m. Eastern Time, via a virtual meeting. In light of the novel coronavirus (“COVID-19”) pandemic and to support the well-being of Alpine’s stockholders, the Special Meeting will be completely virtual. You may attend the Special Meeting and vote your shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/alpineacquisitioncorp/2022. You will need the control number that is printed on your proxy card to enter the Special Meeting. Alpine recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person.

As previously disclosed, Alpine has entered into an Agreement and Plan of Merger (as it may be amended and/or restated from time to time, the “Merger Agreement”), by and among Alpine, 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 which Merger Sub will merge with and into TBC, with TBC surviving the merger (“Merger”). As a result of the Merger, and upon consummation of the Merger and the other transactions contemplated by the Merger Agreement, TBC will become a wholly-owned subsidiary of Alpine and the stockholders of TBC will become stockholders of Alpine.

Concurrently with the execution of the Merger Agreement, Alpine entered into a Purchase and Sale Agreement (“Hotel Purchase Agreement”), by and among Pool IV Finance LLC, Pool IV TRS LLC and PHF II Stamford LLC, as sellers (“Hotel Sellers”), and Alpine, as purchaser. Pursuant to the Hotel Purchase Agreement, Alpine will purchase the Hilton Stamford Hotel & Executive Meeting Center and the Crowne Plaza Denver Airport Convention Center Hotel (together, the “Hotels”). The purchase price (the “Purchase Price”) for the Hotels and related Property (as defined below) is $65,000,000, payable in the form of (x) $45,500,000 in cash (the “Cash Payment”), and (y) 1,950,000 Hotel Purchase Consideration Shares (equal to $19,500,000 divided by $10.00). The acquisition of the Hotels (the “Hotel Purchase”), together with the Merger, is sometimes referred to herein as the “Business Combination.” We refer to Alpine after the consummation of the Business Combination as “New TBC”.

At the Special Meeting, Alpine’s stockholders will be asked to approve the Business Combination contemplated by the Merger Agreement and Hotel Purchase Agreement and any and all other business that may properly come before the Special Meeting or any continuation, postponement or adjournment thereof, as follows:

1.      The Business Combination Proposal — To consider and vote upon a proposal to approve the Merger Agreement, the Hotel Purchase Agreement and the transactions contemplated thereby. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and a copy of the Hotel Purchase Agreement is attached as Annex B (Proposal No. 1);

2.      The Charter Proposals — To consider and vote upon separate proposals to approve amendments to Alpine’s amended and restated certificate of incorporation (“Existing Charter”), which amendments will be effective upon the consummation of the Business Combination and will be embodied in a second amended and restated certificate of incorporation of New TBC (the “Proposed Charter”), to: (a) increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares and increase the number of authorized shares of preferred stock from 1,000,000 shares to 5,000,000 shares; (b) change Alpine’s name from “Alpine Acquisition Corporation” to “Two Bit Entertainment Corp.”; (c) indicate that no director or officer shall be liable to New TBC or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such an exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law; and (d) remove the various provisions applicable only to special purpose acquisition companies that will

no longer be applicable to Alpine after the consummation of the Business Combination. A copy of the Proposed Charter effectuating the foregoing amendments is attached to this proxy statement/prospectus as Annex C (Proposal Nos. 2.A through 2.D);

3.      The Director Election Proposal — To consider and vote upon a proposal to elect seven (7) directors to serve on the board of directors of New TBC until their respective successors are duly elected and qualified pursuant to the terms of the Proposed Charter (Proposal No. 3);

4.      The Nasdaq Proposal — To consider and vote upon a proposal, as required by the rules of the Nasdaq Stock Market, to approve the issuance of New TBC Common Stock in the Business Combination in an amount greater than 20% of the number of shares of Alpine common stock before such issuances (Proposal No. 4);

5.      The Incentive Plan Proposal — To consider and vote upon a proposal to approve and adopt the 2022 Long-Term Incentive Equity Plan. A copy of the Long-Term Incentive Equity Plan is attached to this proxy statement/prospectus as Annex D (Proposal No. 5); and

6.      The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if it is determined by Alpine that more time is necessary to consummate the Business Combination for any reason (Proposal No. 6).

Only holders of record of Alpine common stock, par value $0.0001 per share (“Alpine Common Stock”), at the close of business on _________, 2022 are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Alpine stockholders of record entitled to vote at the Special Meeting will be available for 10 days before the Special Meeting at the principal executive offices of Alpine for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting. The eligible Alpine stockholder list will also be available at that time on the Special Meeting website for examination by any stockholder attending the Special Meeting live audio webcast.

Alpine’s officers, directors and advisors, as well as Alpine Acquisition Sponsor LLC (the “Sponsor”), a Delaware limited liability company of which Elan Blutinger, Alpine’s Chairman of the Board, is the managing member and Alpine’s officers and directors are members (collectively, the “Alpine Insiders”), have agreed to vote all shares of Alpine Common Stock held by them in favor of the Business Combination Proposal. As of the record date for the Special Meeting, these holders together beneficially owned and were entitled to vote an aggregate of 2,675,000 shares of Alpine Common Stock, which currently constitutes approximately 20.0% of the outstanding shares of Alpine Common Stock. In addition to the shares held by the Alpine Insiders, Alpine would need 4,100,001 shares, or approximately 38.3% of the 10,700,000 shares of Alpine Common Stock sold in Alpine’s initial public offering (the “IPO”), to be voted in favor of the Business Combination Proposal in order for it to be approved, assuming all outstanding shares are voted on such proposal and the shares of Common Stock held by Maxim Group LLC, the representative of the underwriters in Alpine’s IPO, are not voted in favor of the Business Combination Proposal. If only a quorum of shares of Alpine Common Stock is present at the Special Meeting, Alpine would need only approximately 712,501 shares, or approximately 6.7% of the Alpine Common Stock, to be voted in favor of the Business Combination Proposal in addition to the Alpine Insiders in order for it to be approved. The Alpine Insiders have also indicated that they intend to vote their Alpine Common Stock in favor of all other proposals being presented by Alpine at the Special Meeting.

Pursuant to Alpine’s Existing Charter, Alpine will provide holders (“public stockholders”) of Alpine Common Stock sold in the IPO (“Public Shares”) with the opportunity to redeem their Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the trust account (the “Trust Account”), which holds the proceeds of the IPO and concurrent private placement of warrants as of two (2) business days prior to the anticipated consummation of the Business Combination (including interest earned on the funds held in the Trust Account and not previously released to Alpine to pay taxes) upon the closing of the Business Combination. The per-share amount Alpine will distribute to public stockholders who properly redeem their shares will not be reduced by the deferred underwriting commissions that Alpine is required to pay to the underwriters of Alpine’s IPO. For illustrative purposes, based on funds in the Trust Account of approximately $___ million on the record date, the estimated per share redemption price would have been approximately $___. Public stockholders may elect to redeem their shares regardless of whether they vote for or against the Business Combination Proposal, or do not vote at all, or are not holders of record on the record date. This means that any public stockholder holding Public Shares may exercise redemption rights regardless of whether they are entitled to vote on the Business Combination Proposal and regardless of whether they vote at all. Notwithstanding the foregoing, a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined

in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the Public Shares. At the time of Alpine’s IPO, as a condition to their purchase of Alpine Common Stock, the Alpine Insiders agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any shares of Alpine Common Stock they may hold. In order to reduce the number of Public Shares being sought for redemption, Alpine has agreed to issue a dividend of 0.665 shares of New TBC Common Stock (the “Bonus Dividend”) to the holders of Public Shares for each Public Share that is not sought to be redeemed in connection with the Business Combination. The Bonus Dividend would be paid to each holder of Public Shares of record on the day following the consummation of the Business Combination. Accordingly, the Bonus Dividend would not be paid to the Alpine Insiders, the security holders of TBC and the Hotel Sellers as they would not be holders of Public Shares (except to the extent they purchased any Public Shares prior to the record date).

Approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Alpine Common Stock on the record date present in person (which would include presence at a virtual meeting) or represented by proxy at the Special Meeting and entitled to vote on such matter. Approval of each of the Charter Proposals will require the affirmative vote of the holders of a majority of the outstanding shares of Alpine Common Stock on the record date. Approval of the election of each of the seven (7) directors nominated in the Director Election Proposal requires a plurality of the votes cast at the Special Meeting. The Alpine board of directors has approved each of the proposals.

As of the record date, there was approximately $___ million in the Trust Account, which Alpine intends to use for the purposes of consummating the Business Combination described in this proxy statement/prospectus and to pay $3,745,000 in deferred underwriting commissions to the underwriters of Alpine’s IPO. Each redemption of Public Shares will decrease the amount in the Trust Account. Alpine will not consummate the Business Combination if the redemption of Public Shares would result in Alpine’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule) as of immediately prior to or upon consummation of the Business Combination. Additionally, consummation of the Business Combination is conditioned upon, among other things, approval of the Charter Proposals and Nasdaq Proposal.

The closing of the Merger and Hotel Purchase is conditioned on approval of the Business Combination Proposal, each of the Charter Proposals, and the Nasdaq Proposal. If any of these proposals is not approved and the applicable closing condition in the Merger Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote. The Incentive Plan Proposal and Director Proposal are conditioned on the approval of the Business Combination Proposal, each Charter Proposal, and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. The proxy statement/prospectus accompanying this notice explains the Merger Agreement and the transactions contemplated thereby, as well as the proposals to be considered at the Special Meeting. Please review the proxy statement/prospectus carefully.

The Alpine board of directors has set _________, 2022 as the record date for the Special Meeting. Only holders of record of shares of Alpine Common Stock at the close of business on _________, 2022 will be entitled to notice of and to vote at the Special Meeting and any adjournments or postponements thereof. Any stockholder entitled to attend and vote at the Special Meeting may attend the meeting virtually and is entitled to appoint a proxy to attend and vote on such stockholder’s behalf. Such proxy need not be a holder of shares of Alpine Common Stock.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES OF ALPINE COMMON STOCK YOU OWN. Whether or not you plan to attend the Special Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The Alpine board of directors has approved the Merger Agreement, the Hotel Purchase Agreement and the transactions contemplated thereby and recommends that you vote “FOR” the Business Combination Proposal, “FOR” each of the Charter Proposals, “FOR” the election of each of the seven (7) directors nominated by management in the Director Election Proposal, “FOR” the Nasdaq Proposal, “FOR” the Incentive Plan Proposal, and “FOR” the Adjournment Proposal, if presented.

If you have any questions or need assistance with voting, please contact Alpine’s proxy solicitor, Morrow Sodali LLC, at (800) 662-5200 or email at REVE.info@investor.morrowsodali.com.

If you plan to attend the Special Meeting and are a beneficial investor who owns your investments through a bank or broker, you will need to contact Continental Stock Transfer & Trust Company to receive a control number. Please read carefully the sections in the proxy statement/prospectus regarding attending and voting at the Special Meeting to ensure that you comply with these requirements.

TABLE OF CONTENTS

BASIS OF PRESENTATION AND GLOSSARY

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:

•        “Alpine” means Alpine Acquisition Corporation, a Delaware corporation, before giving effect to the Business Combination;

•        “Board” means the board of directors of Alpine before the Business Combination or New TBC after the Business Combination;

•        “Bonus Dividend” means the 0.655 share dividend of New TBC Common Stock to be issued to the holders of Public Shares for each Public Share that is not sought to be redeemed in connection with the Business Combination.

•        “Business Combination” means the transactions contemplated by the Merger Agreement and the Hotel Purchase Agreement, including the Merger and the Hotel Purchase;

•        “Cash Payment” means the $45,500,000 cash paid to the Hotel Sellers as part of the Purchase Price for the Hotels;

•        “Common Stock” means common stock of Alpine, par value $0.0001 per share, before giving effect to the Business Combination;

•        “DGCL” means the General Corporation Law of the State of Delaware;

•        “Effective Time” means the time at which the Merger becomes effective;

•        “Exchange Act” means the Securities Exchange Act of 1934, as amended;

•        “Existing TBC Common Stock” means the common stock of TBC, par value $0.0001 per share;

•        “Existing TBC Convertible Notes” means the convertible promissory notes issued by TBC between October 19, 2021 and March 24, 2022 with an initial principal balance of $5,010,000;

•        “Hotel Purchase” means the purchase and sale of the Hotels;

•        “Hotel Purchase Agreement” means the Purchase and Sale Agreement, dated as of May 18, 2022 and amended on August 26, 2022 (as it may be amended further from time to time), by and among Pool IV Finance LLC, Pool IV TRS LLC and PHF II Stamford LLC, as sellers, and Alpine, as purchaser;

•        “Hotel Purchase Consideration Shares” means the 1,950,000 shares of New TBC Common Stock issued to the Hotel Sellers as part of the Purchase Price for the Hotels;

•        “Hotels” means the Hilton Stamford Hotel & Executive Meeting Center and the Crowne Plaza Denver Airport Convention Center Hotel;

•        “Incentive Plan” means the proposed 2022 Long-Term Incentive Equity Plan, in the form attached as Annex D, to become effective at the closing of the Business Combination assuming approval by the Alpine stockholders;

•        “IPO” means Alpine’s initial public offering, consummated on September 2, 2021, of 10,700,000 Units, including 700,000 Units subject to the underwriters’ over-allotment option, each Unit consisting of one share of Alpine Common Stock and one-half of one warrant with each whole warrant to purchase one share of Alpine Common Stock for $11.50 per share.

•        “Maximum Redemptions” is a pro forma presentation scenario provided for illustrative purposes that assumes that 10,700,000 Public Shares are redeemed;

•        “Merger” means the proposed merger of Merger Sub with and into TBC;

•        “Merger Agreement” means that Agreement and Plan of Merger, dated as of May 18, 2022 and amended on August 26, 2022 and October 4, 2022 (as it may be amended further from time to time), by and among Alpine, Merger Sub and TBC;

•        “Merger Consideration Shares” means the shares of New TBC Common Stock issued in respect of Existing TBC Common Stock as consideration for the Merger pursuant to the Merger Agreement;

•        “Merger Sub” sub means AAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Alpine;

•        “Nasdaq” means the Nasdaq Stock Market LLC;

•        “No Redemptions” is a pro forma presentation scenario provided for illustrative purposes that assumes that no Alpine public stockholders exercise their right to have their Public Shares converted into a pro rata share of the Trust Account;

•        “New TBC” means Two Bit Entertainment Corp. (formerly Alpine Acquisition Corporation), after giving effect to the Merger and the Hotel Purchase;

•        “New TBC Common Stock” means, at and following the Effective Time, the common stock of New TBC, par value $0.0001 per share;

•        “Private Placement Warrants” means those warrants of Alpine sold to the Sponsor in a private placement simultaneously with the closing of Alpine’s IPO, each exercisable for one share of Common Stock at an exercise price of $11.50 per share;

•        “Property” means the land, contractual agreements, supplies and other property attendant to the Hotels and included with the Hotels as part of the Hotel Purchase;

•        “Public Warrants” means the publicly traded warrants of Alpine, each exercisable for one share of Common Stock at an exercise price of $11.50 per share;

•        “Public Share” means each share of Common Stock issued in Alpine’s IPO;

•        “Purchase Price” means the purchase price for the Hotels, $65,000,000, payable in the form of the $45,500,000 Cash Payment and 1,950,000 Hotel Purchase Consideration Shares;

•        “Securities Act” means the Securities Act of 1933, as amended;

•        “Sponsor” means Alpine Acquisition Sponsor LLC, a Delaware limited liability company;

•        “TBC” means Two Bit Circus, Inc., a Delaware corporation, and its consolidated subsidiaries, before giving effect to the Merger;

•        “Transfer Agent” means Continental Stock Transfer & Trust Company;

•        “Trust Account” means the trust account of Alpine that holds certain of the proceeds from Alpine’s IPO and sale of the Private Placement Warrants;

•        “Trustee” means Continental Stock Transfer & Trust Company;

•        “Unit” means units of Alpine, each unit representing one share of Common Stock and one-half of one Public Warrant, that were offered and sold by Alpine in its IPO;

•        “Warrant Agent” means Continental Stock Transfer & Trust Company;

•        “Warrants” means, collectively, the Public Warrants and Private Placement Warrants.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

Unless otherwise specified, the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to New TBC’s stockholders immediately following the Effective Time are for illustrative purposes only and assume no exercise of the 5,350,000 Public Warrants or 5,152,500 Private Placement Warrants that will remain outstanding following the Business Combination, which will become exercisable 30 days after closing of the Business Combination at an exercise price of $11.50 per share, provided that Alpine has an effective registration statement under the Securities Act covering the shares of New TBC Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available, for which Alpine has agreed to use reasonable best efforts to file and have declared effective within 90 days after the consummation of the Business Combination described herein.

Beneficial ownership throughout this proxy statement/prospectus with respect to New TBC’s stockholders is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.

QUESTIONS AND ANSWERS

The following are answers to certain questions that you may have regarding the Business Combination and the Special Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to this proxy statement/prospectus.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND SPECIAL MEETING

Q:     WHY AM I RECEIVING THIS PROXY STATEMENT/PROSPECTUS?

A:     Alpine, Merger Sub, TBC and the Hotel Sellers have entered into the Merger Agreement and Hotel Purchase Agreement, which, among other things, contemplates the Hotel Purchase and provides for the Merger of Merger Sub with and into TBC, with TBC surviving the Merger. As a result of this Business Combination, Alpine will purchase the Hotels and become the holding company for the TBC business, and the Hotel Sellers and securityholders of TBC will become securityholders of Alpine.

Alpine’s stockholders are being asked to consider and vote upon the matters to be considered at the Special Meeting, which consist of the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and, if necessary, the Adjournment Proposal:

•        The Business Combination Proposal — To consider and vote upon a proposal to approve and adopt the Merger Agreement and Hotel Purchase Agreement, copies of which are attached to this proxy statement/prospectus as Annex A and Annex B, respectively, and the Business Combination contemplated thereby, including the Merger and Hotel Purchase. See the section of this proxy statement/prospectus titled “The Business Combination Proposal.”

•        The Charter Proposals — To consider and vote upon separate proposals to approve amendments to Alpine’s Existing Charter, which amendments will be effective following the consummation of the Business Combination and will be embodied in the Proposed Charter of New TBC, to: (a) increase the number of authorized shares of common stock from 50,000,000 shares to 100,000,000 shares and increase the number of authorized shares of preferred stock from 1,000,000 shares to 5,000,000 shares; (b) change Alpine’s name from “Alpine Acquisition Corporation” to “Two Bit Entertainment Corp.”; (c) indicate that no director or officer shall be liable to New TBC or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such an exemption from liability or limitation thereof is not permitted under the Delaware General Corporation Law; and (d) remove the various provisions applicable only to special purpose acquisition companies that will no longer be applicable to Alpine after the consummation of the Business Combination. A copy of the Proposed Charter effectuating the foregoing amendments is attached to this proxy statement/prospectus as Annex C. See the section of this proxy statement/prospectus titled “The Charter Proposals.”

•        The Director Election Proposal — To consider and vote upon a proposal to elect seven (7) directors to the board of directors of New TBC to serve following the consummation of the Business Combination and until their successors are duly elected and qualified. See the section of this proxy statement/prospectus titled “The Director Election Proposal.”

•        The Nasdaq Proposal — To consider and vote upon a proposal, as required by the rules of the Nasdaq Stock Market, to approve the issuance of New TBC Common Stock in the Business Combination in an amount greater than 20% of the number of shares of Alpine Common Stock before such issuances. See the section of this proxy statement/prospectus titled “The Nasdaq Proposal.”

•        The Incentive Plan Proposal — To consider and vote upon a proposal to approve the adoption of the Incentive Plan. A copy of the Incentive Plan is attached hereto as Annex D. See the section of this proxy statement/prospectus titled “The Plan Proposal.”

•        The Adjournment Proposal — To consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if it is determined by Alpine that more time is necessary to consummate the Business Combination for any reason. See the section of this proxy statement/prospectus titled “The Adjournment Proposal.”

The closing of the Merger and Hotel Purchase is conditioned on approval of the Business Combination Proposal, each of the Charter Proposals and the Nasdaq Proposal. If any of these proposals is not approved and the applicable closing condition in the Merger Agreement and Hotel Purchase Agreement is not waived, the remaining proposals will not be presented to stockholders for a vote. The Incentive Plan Proposal and Director Proposal are conditioned on the approval of the Business Combination Proposal, each Charter Proposal and the Nasdaq Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Alpine stockholders should read it carefully.

The vote of Alpine stockholders is important. Alpine stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:     WHY IS ALPINE PROPOSING THE BUSINESS COMBINATION?

A:     Alpine was organized to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities.

On September 2, 2021, Alpine consummated the IPO of 10,700,000 Units at $10.00 per Unit, generating gross proceeds of $107 million. Simultaneously with the closing of the IPO, Alpine consummated the private placement to the Sponsor of 5,152,500 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5.1 million. Upon the closing of the IPO and private placement, approximately $109.1 million of the net proceeds of the sale of Units and Private Placement Warrants was placed into the Trust Account.

Like most blank check companies, Alpine’s Existing Charter provides for the return of the proceeds of Alpine’s IPO held in the Trust Account to the holders of Public Shares if there is no qualifying business combination(s) consummated on or before a certain date (in Alpine’s case, March 2, 2023). Since the IPO, Alpine’s activity has been limited to the evaluation of business combination candidates.

Pursuant to the Existing Charter, on each of August 31, 2022 and December 1, 2022, the Sponsor deposited an aggregate of $1,070,000 into the Trust Account to provide Alpine with a total of an additional six months to consummate the Business Combination. Alpine now has until March 2, 2023 to consummate an initial business combination. Each of the deposits was made in the form of a non-interest bearing loan and evidenced by a promissory note. If Alpine completes the Business Combination, Alpine will repay the amount evidenced by the notes. If Alpine does not complete a business combination within the required time period (and such time period is not further extended by an amendment to the Existing Charter), it will repay such amounts only from funds held outside of the Trust Account.

Based on its due diligence investigations of TBC and the industry in which it operates, including the financial and other information provided by TBC in the course of the negotiations, and the Hotels, Alpine believes that the Business Combination will provide Alpine stockholders with an opportunity to participate in a company with significant growth potential. See the sections of this proxy statement/prospectus titled “The Business Combination Proposal — Alpine’s Board of Directors’ Reasons for Approval of the Business Combination” and “Risk Factors.”

Q:     DO ANY OF ALPINE’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE MERGER THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF ALPINE STOCKHOLDERS?

A:     Yes, Alpine’s officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Alpine stockholders generally. For instance, Kim Schaefer, Alpine’s Chief Executive Officer, is also Chief Executive Officer and a 6% stockholder of TBC on a fully diluted basis. Accordingly, she will receive an aggregate of 231,607 shares of New TBC Common Stock in exchange for her ownership interest in TBC, which would have a value of $2,316,070 (assuming a stock price of $10.00 per share). It is also anticipated that she will enter into an employment agreement with New TBC upon consummation of the Business Combination. It is also anticipated that Alex Lombardo, Alpine’s Chief Financial Officer, will enter into an employment agreement with New TBC upon consummation of the Business Combination, as will certain other advisors of Alpine. Each other member of Alpine’s Board is also anticipated to remain a director of New TBC

upon consummation of the Business Combination. The Alpine board of directors was aware of and considered these interests, among other matters, in approving the Merger Agreement and Hotel Purchase Agreement and in recommending that such agreements be approved by the stockholders of Alpine. Furthermore, a special committee (the “Special Committee”) of the board of Alpine, made up entirely of independent uninterested directors, was duly formed to negotiate exclusively with TBC on behalf of the board to protect Alpine from any conflict that could arise from Ms. Schafer having an interest in each of Alpine and TBC as described above. Ms. Schaefer is not on the Special Committee. The Special Committee further retains counsel independent of Alpine. See the sections of this proxy statement/prospectus titled “Proposal No. 1 — The Merger Agreement — Interests of Certain Persons in the Proposed Transaction — Alpine” and “Executive and Director Compensation.”

Additionally, Alpine’s officers, directors, advisors and/or their affiliates beneficially own shares of Alpine Common Stock and Private Placement Warrants that they purchased prior to, or simultaneously with, Alpine’s IPO. Alpine’s executive officers, directors and their affiliates have no redemption rights with respect to their Alpine Common Stock and their Private Placement Warrants will expire worthless in the event the Business Combination or a business combination with another target(s) is not effected in the required time period. These financial interests may have influenced the decision of Alpine’s directors and officers to approve the Business Combination and to continue to pursue such Business Combination. In considering the recommendations of Alpine’s board of directors to vote for the Business Combination Proposal and other proposals, its stockholders should consider these interests. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — Interests of Alpine’s Directors and Officers and Others in the Business Combination.”

Q  WHAT PERCENTAGE OF NEW TBC COMMON STOCK ARE ALPINE’S CURRENT STOCKHOLDERS EXPECTED TO OWN FOLLOWING CONSUMMATION OF THE BUSINESS COMBINATION?

A:     Immediately after the Effective Time, without taking into effect shares of New TBC Common Stock which may be issued upon the exercise of outstanding warrants of Alpine and shares that may be issued under the proposed Long-Term Incentive Equity Plan, the current stockholders of Alpine (excluding Alpine Acquisition Sponsor LLC, Alpine’s sponsor (the “Sponsor”), and Alpine’s officers, directors and advisors which will hold 10.3% of the issued and outstanding New TBC Common Stock) will hold approximately 64.6% of the issued and outstanding New TBC Common Stock, TBC’s stockholders prior to the Merger will hold approximately 18.0% of the issued and outstanding New TBC Common Stock, and the Hotel Sellers will hold approximately 7.1% of the issued and outstanding New TBC Common Stock, which pro forma ownership assumes (i) no holders of Alpine common stock issued in Alpine’s initial public offering (“Public Shares”) exercise their redemption rights and that an aggregate of 7,115,500 shares of New TBC Common Stock are issued as a bonus dividend to such holders of Public Shares for not exercising such redemption rights; (ii) all Existing TBC Convertible Notes are converted into Existing TBC Common Stock immediately prior to the Effective Time, (iii) that 4,960,000 Merger Consideration Shares are issued as consideration to equity holders of TBC; (iv) that there are 27,575,500 shares of New TBC Common Stock outstanding following the consummation of the Business Combination. After taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages would be approximately 29.2%, 0%, 50.8% and 20.0%, respectively. If the maximum number of Public Shares are redeemed, without taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages will be approximately 29.2%, 0%, 50.8%, and 20.0%, respectively. After taking into account the shares of New TBC Common Stock that may be issued upon exercise of outstanding warrants and shares that may be issued under the proposed Long-Term Incentive Equity Plan, such percentages would be approximately 71.1%, 47.5%, 44.0% and 17.3%, respectively.

Q:     Did the ALPINE board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business combination?

A:     Yes. The Special Committee engaged The McLean Valuation Services Group, LLC (“McLean”) to provide a financial analysis with respect to TBC in determining whether to proceed with the transactions contemplated by the Merger Agreement. Additionally, the Alpine board engaged R.M. Woodworth & Associates, LLC (“Woodworth”) to provide a valuation opinion with respect to the Hotels in determining whether to proceed with the transactions contemplated by the Hotel Purchase Agreement. Each of McLean and Woodworth

delivered a written opinion, each dated as of May 17, 2022, as to the fairness, from a financial point of view, to Alpine’s stockholders of the consideration payable by Alpine under the Merger Agreement and under the Hotel Purchase Agreement, respectively. The opinion delivered by Woodworth also confirmed that the Hotels had a fair market value equal to at least 80% of the balance of the Trust Account. Please see the section entitled “Proposal No. 1 — The Merger Proposal — Opinion of Alpine’s Financial Advisors.” The full text of the written opinions are attached to this proxy statement/prospectus as Annex E and Annex F, respectively.

Q:     I HOLD PUBLIC SHARES. DO I HAVE REDEMPTION RIGHTS?

A:     If you are a holder of Public Shares, you have the right to demand that Alpine redeem such Public Shares for a pro rata portion of the Trust Account.

Under the Existing Charter, the Business Combination may only be consummated if Alpine has at least $5,000,001 of net tangible assets immediately prior to, or upon the consummation of, the Business Combination after taking into account holders of Public Shares that have properly exercised their redemption rights.

Q:     HOW DO I EXERCISE MY REDEMPTION RIGHTS?

A:     A holder of Public Shares may exercise redemption rights regardless of whether the holder votes on the Business Combination Proposal or is a holder of Public Shares on the record date. If you are a holder of Public Shares and wish to exercise your redemption rights, you must deliver your stock to the Transfer Agent physically or electronically using the DWAC (Deposit Withdrawal at Custodian) System no later than two (2) business days prior to the Special Meeting. Upon the closing of the Business Combination, any holder of Public Shares that has properly exercised redemption rights will be entitled to have his, her, or its shares converted for a full pro rata portion of the amount in the Trust Account (including interest earned on the funds held in the Trust Account and not previously released to Alpine to pay taxes), calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. The per-share amount Alpine will distribute to public stockholders who properly redeem their shares will not be reduced by the deferred underwriting commissions that Alpine is required to pay to the underwriters of Alpine’s IPO. The per-share amount is anticipated to be approximately $__ per share. Such amount will be paid promptly upon consummation of the Business Combination. However, under Delaware law, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Alpine’s public stockholders exercising redemption rights. Therefore, the per-share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time such shares are actually redeemed. If you deliver your shares for redemption to the Transfer Agent and later decide not to elect redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.

If a holder of Public Shares requests redemption of shares as described above, then, if the Business Combination are consummated, Alpine will redeem these shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Common Stock for cash and will no longer be a common stockholder of New TBC upon consummation of the Business Combination.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any of the Warrants that you may hold. Each Warrant will become exercisable to purchase one share of New TBC Common Stock for a purchase price of $11.50 beginning 30 days after consummation of the Business Combination.

Following consummation of the Business Combination, New TBC may call the Warrants for redemption (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per Warrant if certain conditions are met, including if the reported last sale price of the shares of New TBC Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the Warrants become exercisable and ending on the third business day prior to the notice of redemption to Warrant holders. As of the record date, the reported last sale price of the Alpine shares was $______ and the highest last sale price through such date has been $______. In order to redeem the Warrants, New TBC must provide 30 days’ prior written notice of redemption to each Warrant holder and have a current registration statement in effect with respect to the shares

of New TBC Common Stock underlying such Warrants. The Private Placement Warrants are not redeemable by New TBC following consummation of the Business Combination unless New TBC elects to require all holders to exercise their Warrants on a cashless basis.

If the foregoing conditions are satisfied and New TBC issues a notice of redemption, each Warrant holder can exercise his, her or its Warrant prior to the scheduled redemption date. However, New TBC will not be required to notify any holder if the conditions have been met if New TBC is not calling the Warrants for redemption. On and after the redemption date, a record holder of a Warrant (excluding the Private Placement Warrants) will have no further rights except to receive the redemption price for such holder’s Warrant upon surrender of such Warrant.

Q:     DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION?

A:     No. Alpine stockholders and warrant holders do not have appraisal rights in connection with the Business Combination under the DGCL.

Q:     I HOLD ALPINE PUBLIC SHARES. WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF EXERCISING MY REDEMPTION RIGHTS?

A:     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “— U.S. Federal Income Tax Considerations — Tax Consequences of the Business Combination and a Redemption of Public Shares. You are urged to consult your tax advisor regarding the tax consequences of exercising your redemption rights.

Q:     I HOLD ALPINE PUBLIC SHARES. WHAT ARE THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO ME AS A RESULT OF THE MERGER?

A:     Alpine’s public stockholders will retain their Public Shares and will not receive any additional Public Shares or other consideration in the Merger. As a result, there will be no material U.S. federal income tax consequences as a result of the Merger to the current holders of Public Shares, regardless of whether the Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code. Furthermore, although the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the parties to the Merger Agreement intend to report the Merger consistent with such qualification, such treatment is not a condition to Alpine’s or TBC’s obligation to complete the Merger. See the section entitled “— U.S. Federal Income Tax Considerations — Tax Consequences of the Merger and a Redemption of Public Shares.

Q:     WHAT ARE THE U.S. FEDERAL INCOME TAX CONSEQUENCES IF I RECEIVE THE BONUS DIVIDEND IN CONNECTION WITH NOT EXERCISING MY REDEMPTION RIGHT?

A:     As described in “The Business Combination Proposal,” holders of Public Shares who do not seek redemption of their Public Shares in connection with the Business Combination are entitled to receive the Bonus Dividend. The receipt of the Bonus Dividend by these shareholders should be treated as a nontaxable stock distribution and therefore not subject to U.S. federal income taxation, but there can be no assurance in this regard. Accordingly, if the Bonus Dividend is treated as a nontaxable stock distribution, shareholders should not be subject to U.S. federal income tax on the receipt of the Bonus Dividend, and the distribution of the Bonus Dividend to non-U.S. holders should not be subject to U.S. federal income tax withholding. However, because there are no authorities that directly address the treatment of the receipt of the Bonus Dividend, no assurance can be given that the IRS, a court or any withholding agent will agree with our treatment. If the Bonus Dividend is not treated as a nontaxable stock distribution, shareholders that receive the Bonus Dividend may be required to include their fair market value in income, and distributions to non-U.S. holders could be subject to U.S. withholding at a rate of 30% unless the non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility to the applicable withholding agent (generally on an applicable IRS Form W-8). No additional amounts will be payable to any shareholder if any tax is imposed with respect to the receipt of the Bonus Dividend. U.S. holders and non-U.S. holders of Public Shares should consult their tax advisors regarding the tax consequences of the receipt of the Bonus Dividend (including their ability to obtain a refund of any withholding taxes, if applicable). See the sections entitled “— U.S. Federal Income Tax Considerations — Tax Consequences for

U.S. Holders — Tax Consequences of the Receipt of the Bonus Dividend by Non-Redeeming Shareholders, and “—“U.S. Federal Income Tax Considerations — Tax Consequences for Non-U.S. Holders — Tax Consequences of the Receipt of the Bonus Dividend by Non-Redeeming Shareholders.”

Q:     WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION?

A:     Upon consummation of the Business Combination, the funds in the Trust Account will be used by Alpine to pay holders of the Public Shares who exercise redemption rights, to pay Alpine’s tax obligations incurred prior to the closing, to pay $3,745,000 in deferred underwriting commissions to the underwriters of Alpine’s IPO, to pay the cash consideration required by the Hotel Purchase Agreement, to pay certain expenses incurred in connection with the Business Combination, and any remaining balance will be used for working capital and general corporate purposes of New TBC after consummation of the Business Combination, including renovations on the Hotels, funding for organic growth and potential acquisitions.

Q:     WHAT HAPPENS IF A SUBSTANTIAL NUMBER OF PUBLIC STOCKHOLDERS VOTE IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL AND EXERCISE THEIR REDEMPTION RIGHTS?

A:     Pursuant to the Existing Charter, all holders of Public Shares may vote in favor of the Business Combination and still exercise their redemption rights; provided that Alpine may not consummate the Business Combination, and Alpine and TBC are each entitled to terminate the Merger Agreement, and Alpine and the Hotel Sellers are each entitled to terminate the Hotel Purchase Agreement, if Alpine would have less than $5,000,001 of net tangible assets immediately prior to or upon consummation of the Business Combination. As of _____, 2022, the most recent quarter end date, there was approximately $___ million in the Trust Account. Assuming a per share redemption price of $__, which is expected to approximate the redemption price per share as of two business days prior to completion of the Business Combination, under the Maximum Redemptions scenario, Public Stockholders holding an aggregate of 10,700,000 Public Shares may exercise their redemption rights; provided that a public stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the Common Stock sold in Alpine’s IPO. For more information regarding post-closing ownership of New TBC, see the section entitled “Ownership of New TBC.”

Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are substantially reduced as a result of redemptions of Public Shares. With fewer Public Shares and public stockholders, the trading market for the New TBC Common Stock following consummation of the Business Combination may be less liquid than the market for the Common Stock prior to the Business Combination and New TBC may not be able to meet the listing standards for Nasdaq or another national securities exchange.

If you are a holder of Public Shares and you exercise your redemption rights, it will not result in the loss of any Warrants that you may hold. Accordingly, even if the maximum number of shares was redeemed, there would still be 5,350,000 Public Warrants and 5,152,500 Private Placement Warrants outstanding. Further, if the shares of Alpine Common Stock are trading above the exercise price of $11.50 per share, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to non-redeeming stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming stockholders. As of _______, 2022, the closing price of the warrants was $______ per warrant. Accordingly, the Public Warrants would have an aggregate value of $_______ and the Private Placement Warrants would have an aggregate value of $_______.

Q:     WILL ALPINE ENTER INTO ANY FINANCING ARRANGEMENTS IN CONNECTION WITH THE BUSINESS COMBINATION?

A:     Yes. Alpine is in the process of negotiating an $82 million mortgage loan agreement with respect to the Hotels in conjunction with the closing of the Business Combination. The loan proceeds are anticipated to be used by New TBC to fund the acquisition of the Hotels and loan closing costs as well as, following closing of the Business Combination, renovation costs for the Hotels, loan interest payments required during anticipated renovations of the Hotels and lender approved working capital and corporate costs. It is currently anticipated that the loan would

bear interest at a rate equal to the Secured Overnight Financing Rate (SOFR) plus 1050 basis points and have a maturity of 36 months from the closing of the Business Combination. While still being negotiated, it is currently anticipated that the loan would have traditional hotel mortgage loan features including loan fees at entry and exit, requirements for upfront and ongoing reserves, and excess cash flow sweeps. In addition, it is anticipated that the loan would have mortgage protections including non-recourse guarantee carve outs, prepayment fees, yield maintenance provisions, and financial covenants restricting additional debt and liabilities. There is no assurance that the loan agreement will be executed or that if it is executed, will not have different terms than as described above.

It is also anticipated that prior to the date of this proxy statement/prospectus, Alpine will enter into agreements to provide it with additional funding and/or minimize the number of Public Shares that are submitted for redemption. The terms of such agreements have not been negotiated yet. As a result, there is no assurance that any such agreements will be executed.

Neither the Merger with TBC nor the Hotel Purchase is contingent on obtaining the above-referenced mortgage loan or additional funding. However, if too many holders of Public Shares seek redemption of such shares in connection with the Business Combination and Alpine is unable to secure the mortgage loan or other additional funding, Alpine would not be the necessary purchase price for the Hotels. Accordingly, failure to enter into any of the foregoing arrangements to provide the financing necessary for the transactions contemplated by the Business Combination could result in such transactions not being able to be consummated. Furthermore, even if Alpine had sufficient capital to pay the necessary purchase price, it might not be left with sufficient capital to fully fund its renovation plans for the Hotels or expand TBC’s business as desired.

Q:     WHAT HAPPENS IF THE BUSINESS COMBINATION IS NOT CONSUMMATED?

A:     If the Business Combination is not consummated by March 2, 2023, the parties to each of the Merger Agreement and the Hotel Purchase Agreement may terminate such agreement, respectively. If either agreement is terminated, Alpine would attempt to consummate an alternate business combination. If Alpine is unable to consummate a business combination on or before March 2, 2023 (and such date is not extended by another amendment to the Existing Charter), Alpine must redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of Public Shares, net of taxes payable, and less up to $100,000 of interest to pay liquidation expenses.

Q:     WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting which is set for _______, 2022; however, such meeting could be adjourned. For a description of the conditions for the completion of the Business Combination, see the section of this proxy statement/prospectus titled “The Merger Agreement — Conditions to the Closing of the Business Combination.”

Q:     WHAT DO I NEED TO DO NOW?

A:     Alpine urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder and warrant holder of Alpine. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     HOW DO I ATTEND THE SPECIAL MEETING?

A:     Due to health concerns stemming from the COVID-19 pandemic and to support the health and well-being of Alpine’s stockholders, the Special Meeting will be held virtually. Any stockholder wishing to attend the Special Meeting must register in advance and will be entitled to appoint a proxy to attend and vote on such stockholder’s behalf. To register for and attend the Special Meeting, please follow these instructions as applicable to the nature of your ownership of Alpine Common Stock:

Shares Held of Record.    If you are a record holder, and you wish to attend the virtual meeting, go to https://www.cstproxy.com/alpineacquisitioncorp/2022, enter the control number you received on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Immediately prior to the start of the Special Meeting, you will need to log back into the meeting site using your control number. You must register before the meeting starts.

In addition, statements of belief and similar statements reflect the reasonable beliefs and opinions of Alpine or TBC, as applicable, on the relevant subject. These statements are based upon information available to Alpine or TBC, as applicable, as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that Alpine or TBC, as applicable, has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, involve risks and are subject to change based on various factors, including those discussed under the headings “Risk Factors,” “Proposal No. 1 — The Business Combination Proposal — Certain Forecasted Financial Information for TBC” and “TBC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

RISK FACTORS

In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the heading “Forward-Looking Statements” and “Proposal No. 1 — The Business Combination Proposal — Certain Forecasted Financial Information for TBC,” you should carefully consider the following risk factors in deciding how to vote on the proposals presented in this proxy statement/prospectus. References in this section to the “Company,” “we,” “our,” or “us” generally refer to TBC, unless otherwise specified.

Risks Relating to TBC’s Business and Industry and the Hotels

Our business model is novel and unproven and we may not realize our expected synergies in combining the TBC technology with the Hotels we are acquiring.

The combination of TBC’s technology and intellectual property within existing hotels is a novel and unproven business model. Further, TBC has a limited operating history, and an investment in our shares is speculative. You should consider this in light of the risks, uncertainties and difficulties frequently encountered by companies that are, like us, in their early stages of development.

TBC’s operations are relatively new and subject to risks related to new business ventures.

TBC has experienced rapid growth over a short period of time. We cannot assure you that a significant market will develop for the experience it offers or whether such a market can be maintained. We also cannot assure you that the TBC intellectual property can be effectively implemented into new venues and hotels including but not limited to the Hotels. If New TBC is unable to successfully implement its business model and respond to changes in the market, our business could be harmed.

Our operations will be subject to risks from the behavior of guests that visit our hotels.

Although TBC generally requires advance reservations for guests that want to visit, it does not verify the identity of guests and does not conduct extensive background checks. Although TBC intends to remove any guests that disrupt the enjoyment for other guests, antisocial behavior at any location could have a negative impact on our reputation and negatively affect other customers.

We will face significant competition from other location-based entertainment providers and family destination resorts.

We expect to face significant competition from other location-based entertainment providers as well as family destination resorts. There are few significant barriers to entry to our industry. As such, a substantial number of location-based entertainment companies have emerged around the world. In addition to such competitors, we expect to increasingly compete against other technology-based businesses that have substantially more capital resources and scale than we do, such as The Walt Disney Company, Universal Studios, Six Flags, Cedar Fair, Merlin Entertainments and Hershey Entertainment and Resorts Company, each of which could launch initiatives which are directly competitive to our business.

If we are unable to effectively address changing market demands, it could negatively impact our profitability.

We have a rapidly evolving business model and are regularly exploring entry into new market segments and the introduction of new products and features with respect to which we may have limited experience. In addition, our customers and guests may not respond favorably to our new products and services. These products and services may present new and significant technology challenges, and we may be subject to claims if users of these offerings experience service disruptions or failures or other quality issues. If products or services we introduce fail to engage users and or guests, we may fail to generate sufficient revenue or other value to justify our investment, and our business may be materially and adversely affected. Our ability to retain or increase our guests and revenue will depend heavily on our ability to innovate and to create successful new products and services. In addition, the relative profitability, if any, of our new activities may be lower than that of our historical activities, and we may not generate sufficient revenue from new activities to recoup our investments in them. If any of this were to occur, it could damage our reputation, limit our growth and negatively affect our operating results.

Decrease in the demand for leisure travel could negatively impact our business and results of operations.

The leisure travel industry is subject to wide swings in demand due to many factors including pandemics, acts of God, war, civil conflict, and terrorism. Any decline or disruption in the travel and hospitality industries or economic downturn would materially adversely affect our business, results of operations, and financial condition.

Decline in discretionary consumer spending or consumer confidence could negatively impact our success.

Our success depends to a significant extent on discretionary consumer spending, which is heavily influenced by general economic conditions and the availability of discretionary income. The recent severe economic downturn, coupled with high volatility and uncertainty as to the future global economic landscape, has had and continues to have an adverse effect on consumers’ discretionary income and consumer confidence.

Difficult economic conditions and recessionary periods may adversely impact attendance figures, the frequency with which guests choose to visit our theme parks and resorts and guest spending patterns. Additionally, although recent inflationary pressures that have been impacting consumers have not yet impacted our operations and profitability, there is no assurance that they will not cause consumers to reduce spending and impact our operations and profitability in the future. The actual or perceived weakness in the economy could also lead to decreased spending by our guests. Both occupancy and total room spending per room at our resorts and retail locations are key drivers of our revenue and profitability, and reductions in either can materially adversely affect our business, financial condition and results of operations.

Various factors beyond our control could adversely affect attendance and guest spending patterns at our locations. These factors could also affect our suppliers, vendors, insurance carriers and other contractual counterparties. Such factors include:

•        war, terrorist activities or threats and heightened travel security measures instituted in response to these events;

•        outbreaks of pandemic or contagious diseases or consumers’ concerns relating to potential exposure to contagious diseases;

•        natural disasters, such as hurricanes, fires, earthquakes, tsunamis, tornados, floods and volcanic eruptions and man-made disasters, which may deter travelers from scheduling vacations or cause them to cancel travel or vacation plans;

•        bad weather and even forecasts of bad weather, including abnormally hot, cold and/or wet weather, particularly during weekends, holidays or other peak periods;

•        changes in the desirability of particular locations or travel patterns of our guests;

•        low consumer confidence;

•        oil prices and travel costs, the financial condition of the airline, automotive and other transportation-related industries and any travel-related disruptions or incidents and their impact on travel; and

•        actions or statements by U.S. and foreign governmental officials related to travel and corporate travel-related activities (including changes to the U.S. visa rules) and the resulting public perception of such travel and activities.

Any one or more of these factors could adversely affect attendance and total per capita guest spending at our locations, which could materially adversely affect our business, financial condition and results of operations.

We may not be able to effectively manage our growth.

We cannot assure you that we will be able to manage the growth of our organization effectively following consummation of the business combination. TBC has experienced rapid growth in demand for its offerings since its inception in a single location. We expect employee headcount and customers to increase significantly and this growth to continue for the foreseeable future. The growth and expansion of our business and service offerings places

significant demands on our management and our operational and financial resources. We will be required to manage multiple locations with various merchants, guests, technology licensors and other third parties. In the event of further growth of our operations or in the number of our third-party relationships, our information technology systems or our internal controls and procedures may not be adequate to support our operations. To effectively manage our growth, we must continue to implement operational plans and strategies, improve and expand our infrastructure of people and information systems, and train and manage our employee base. If we are unable to manage our growth effectively, it could negatively impact our operations and profitability.

If we are unable to effectively protect our intellectual property rights, it could negatively impact our operations.

Because TBC depends on proprietary and/or licensed technology in its operations, its success is closely related to its ability to obtain and enforce intellectual property protection for such technology that it has in the past, and will continue to, develop. There exists the possibility that certain patents would not be sufficiently broad to protect key aspects of our technology so that competitors would be able to duplicate our products or that patent laws would not provide effective legal or injunctive remedies to prevent infringement. Patents are also frequently challenged, invalidated, or circumvented by competitors. Litigation of patent or infringement claims may result in substantial cost and diversion of resources. Any of the foregoing could negatively impact our operations.

Our procurement of new games and amusement and entertainment offerings is contingent upon availability, and in some instances, our ability to obtain licensing rights.

Our ability to continue to develop and procure new games, amusement and entertainment offerings, and other entertainment-related equipment is important to our business strategy. The number of suppliers from which we can purchase games, amusement offerings and other entertainment-related equipment is limited. To the extent the number of suppliers declines, we could be subject to the risk of distribution delays, pricing pressure, lack of innovation and other associated risks. We may not be able to anticipate and react to changing amusement offerings cost by adjusting purchasing practices or game prices, and a failure to do so could have a material adverse effect on our operating results. In addition, any decrease in availability of new amusement offerings that appeal to customers could lead to decreases in revenues as customers negatively react to a lack of new game options.

We have successfully developed several proprietary amusement offerings that are not available to other operators. Our ability to develop future offerings is dependent on, among other things, obtaining rights to compelling game content and developing new amusement offerings that are accepted by our customers. There is no guarantee that additional licensing rights will be obtained by us or that our customers will accept the future offerings that we develop. The result could be increased expenses without increased revenues putting downward pressure on our results of operations and financial performance.

The conversion of properties we acquire, such as the Hotels, will likely result in ceasing operations for limited periods of time and will result in negative cash flow from operations for such periods.

As we acquire hotels, such as the Hotels, we will likely need to cease operations at such hotels for a period of time in order to reconfigure them to equip them with TBC’s intellectual property and offerings. Our experience in hospitality management and development of renovated hotels allows us to operate these hotels efficiently until we have completed our pre development process in order to maximize our profit and minimize closure. The conversion of a hotel to our branded resorts requires normal maintenance capital improvements as well as adding specific elements and games for our brand. The initial purchase of a hotel will be based on a target purchase price per key including any consideration for required maintenance capital expenditures. With proper due diligence, we can determine the capital requirements associated with a hotel before purchase thereby mitigating a large portion of the risk associated with closing of a hotel for reconfiguration. For instance, each hotel’s need for maintenance capital expenditure would be identified, specified and included in architectural drawings and priced as part of the design process along with the needs of our new brand. The construction process does not begin until pricing and timing are contractually agreed upon. Nevertheless, closing of hotels will result in negative cash flow from operations for such periods and we cannot assure that we will be able to effectively minimize any period of required closure. We intend to close the Hotels shortly after acquisition to allow for the renovations and implementation of the new entertainment attractions. We estimate that the renovation period will be 9 to 12 months before the Hotels reopen and begin generating cash flow. We expect to spend approximately $55.0 million to $59.0 million or roughly $75,000 to $80,000 per room in total costs to renovate the two Hotels during this period.

We rely on our key personnel to effectively manage our operations.

We currently depend on the continued services and performance of the key members of our management team, including Kimberly Schaefer, our Chief Executive Officer, Derek Kinzel, our Chief Operating Officer, Eric Gradman, our Chief Technology Officer, and Brent Bushnell, our Chief Strategy Officer. Ms. Schaefer is one of our founders and her leadership has played an integral role in the growth of TBC stemming from her previous experience as Chief Executive Officer of Great Wolf Resorts for more than seven years as a public company. The departure of a member of senior management and/or the failure to ensure an effective transfer of knowledge and a smooth transition upon such departure may be disruptive to the business and could hinder our strategic planning and execution. The loss of key personnel, including key members of management as well as our marketing, sales, product development and technology personnel, could disrupt our operations and have an adverse effect on our ability to grow our business. Moreover, many members of our management are new to our team or will have been recently promoted to new roles as a result of the combination.

Increased labor costs and employee health and welfare benefits associated with hotels may reduce our results of operations.

Because we are and will be acquiring hotels to expand our presence, labor is a primary component in the cost of operating our business. We expect to devote significant resources to recruiting and training our managers and employees. Increased labor costs and employee health and welfare benefits associated with hotel employees may reduce our results of operations.

Unionization activities or labor disputes may disrupt our operations and affect our profitability.

Although none of the employees at TBC are currently covered under collective bargaining agreements, the Hotels currently have some employees that are covered under collective bargaining agreements. Further, we cannot guarantee that employees at TBC or the hotels we acquire after the Business Combination will not elect to be represented by labor unions in the future. If some or all of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could adversely affect our business, financial condition or results of operations. In addition, a labor dispute involving some or all of our employees may disrupt our operations and reduce our revenues, and resolution of disputes may increase our costs.

Our business depends on our ability to meet our workforce needs.

Our success depends on our ability to attract, train, motivate and retain qualified engineers, and employees to keep pace with our needs. If we are unable to do so, our results of operations and cash flows may be adversely affected.

The success of our longer-term growth strategy depends in part on our ability to purchase and or lease, convert and operate new hotels profitability, and on our ability to optimize our existing locations.

Our ability to timely and efficiently open new resorts and to operate these locations on a profitable basis is dependent on numerous factors including quality locations, acceptable lease or purchase agreements, zoning, use and other regulations, our liquidity, staffing needs and training, permitting, customer acceptance, impact on existing resorts, and financial performance targets. The timing of new resort openings may result in significant fluctuations in our quarterly performance. We typically incur significant costs prior to opening for pre-opening and conversion and increased labor and operating costs for a newly opened store. Due to these substantial upfront financial requirements to open new resorts, the investment risk related to any single resort location is much larger than that associated with many other location-based entertainment venues without the costs of a hotel.

Our long-term growth strategy depends, in part, on our ability to remodel existing hotels, such as the Hotels, in a manner that achieves appropriate returns on our capital investment. A robust hotel conversion and remodel program will require significant capital investment, based on the condition of each hotel as well as other factors, including the optimization of the size and layout of our existing locations to ensure maximum space utilization. Pursuing the wrong remodel and any delays, cost increases, disruptions or other uncertainties related to those opportunities could adversely affect our results of operations.

Change in market valuations of conference hotels could negatively impact our profitability.

Our ability to generate significant returns depends on our ability to purchase conference hotels at below replacement cost and appraised values. The use of teleconferencing technology and pandemics has lowered the sales and purchase prices of conference hotels. This could continue in the future, thus affecting our ability to generate significant investor returns. Additionally, if valuations increase, thereby increasing the ultimate cost we would need to pay for additional hotels, it could negatively impact our operations and profitability.

We will have significant discretion regarding how the funds from the trust account are utilized following consummation of the Business Combination.

Our management will have broad discretion over the allocation of the proceeds released to us from the trust account, as well as over the timing of their use. As a result, investors will be relying upon management’s judgment with only limited information about our specific intentions for the use of such proceeds. Our failure to apply these proceeds effectively could cause our business to suffer.

Unexpected zoning and business regulations could negatively impact our operations.

From time to time, we may be notified of additional laws and regulations applicable to our business. If we are required to alter our business practices as a result of any laws and regulations, our revenue could decrease, our costs could increase and our business could otherwise be harmed. In addition, the costs and expenses associated with defending any actions related to such additional laws and regulations and any payments of related penalties, judgments or settlements could adversely impact our profitability.

We rely on brand recognition to drive customers to our properties and a failure to optimize our brand identity could impact our operations.

We believe that the brand identity that we have developed at TBC has significantly contributed to the success of our business and its attractiveness to hotels. We also believe that maintaining and enhancing the brand is critical to expanding our base of guests and attracting other interested hotels. Maintaining and enhancing our brand may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain the Revelers Resort brand following closing of the business combination, or if we incur excessive expenses in this effort, our business, operating results and financial condition will be materially and adversely affected. We anticipate that as our market becomes increasingly competitive, maintaining and enhancing our brand may become increasingly difficult and expensive. Maintaining and enhancing our brand will depend largely on our ability to be a leader in experiential location-based entertainment and to continue to provide reliable, trustworthy and high quality services at our locations, which we may not do successfully.

Publicity around our product launches may be negative and impact our profitability.

TBC received a high degree of media coverage around the launch of TBC’s Los Angeles location. We expect similar media coverage to accompany other hotel launches as we undertake them. We cannot assure you that all media coverage will be positive. Unfavorable publicity or consumer perception of our practices or service offerings, or the offerings of our suppliers, could adversely affect our reputation, resulting in difficulties in recruiting, decreased revenue and a negative impact on the number of guests we host. As a result, our business, financial condition and results of operations could be materially and adversely affected.

Our business may be subject to seasonal sales fluctuations which could result in volatility or have an adverse effect on the market price of our common stock.

Because we depend on families to stay at our hotels, academic calendars and unforeseen events may subject our business to some degree of seasonality. As the growth of our business stabilizes, these seasonal fluctuations may become more evident. Seasonality may cause our working capital cash flow requirements to vary from quarter to quarter depending on the variability in the volume and timing of sales. These factors, among other things, make forecasting more difficult and may adversely affect our ability to manage working capital and to predict financial results accurately, which could adversely affect the market price of our common stock.

Our business is subject to interruptions, delays or failures resulting from earthquakes, other natural catastrophic events, violent crime or terrorism.

Our services, operations and the data centers from which we provide our services are vulnerable to damage or interruption from earthquakes, fires, floods, power losses, telecommunications failures, terrorist attacks, acts of war, human errors, break-ins and similar events. A significant natural disaster, such as an earthquake, fire or flood, could have a material adverse impact on our business, financial condition and results of operations and our insurance coverage may be insufficient to compensate us for losses that may occur. Acts of terrorism could cause disruptions to the internet, our business or the economy as a whole. We may not have sufficient protection or recovery plans in certain circumstances, such as natural disasters affecting areas where our resorts are located, and our business interruption insurance may be insufficient to compensate us for losses that may occur. Such disruptions could negatively impact our ability to staff and host guests, which could harm our business.

Compliance obligations may require substantial financial and management resources, which would take attention away from our operations.

TBC will incur increased costs as a result of being a public company. TBC will face increased legal, accounting, administrative and other costs and expenses as a public company that it does not incur as a private company. The Sarbanes-Oxley Act of 2002, including the requirements of Section 404, as well as new rules and regulations subsequently implemented by the SEC, the Public Company Accounting Oversight Board and NASDAQ impose additional reporting and other obligations on public companies. We expect that compliance with these public company requirements will increase TBC’s costs and make some activities more time-consuming. A number of those requirements will require TBC to carry out activities it has not done previously.

Failure of our internal control over financial reporting could harm our business and financial results.

Our management will be responsible for establishing and maintaining effective internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with generally accepted accounting principles in the United States. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would prevent or detect a misstatement of our financial statements or fraud. Any failure to maintain an effective system of internal control over financial reporting, including such a failure or inability to provide timely reporting about the effectiveness of their controls of our third-party service providers on whose controls we rely, could limit our ability to report our financial results accurately and timely or to detect and prevent fraud. A significant financial reporting failure or material weakness in internal control over financial reporting could result in substantial cost to remediate and could cause a loss of investor confidence and decline in the market price of our stock.

The COVID-19 pandemic has disrupted and is expected to continue to disrupt our business, which has had a material adverse impact on TBC’s business, results of operations, liquidity and financial condition and could continue for an extended period of time. Future outbreaks of contagious diseases or other adverse public health developments in the United States or worldwide could have similar impacts on our business.

The COVID-19 pandemic had a material adverse impact on TBC’s business in fiscal years 2019, 2020 and 2021, and, during fiscal 2022, continued to have a significant adverse impact on TBC’s business and results of operations. At the peak of the COVID-19 outbreak, TBC’s Los Angeles location was closed. As it reopened, TBC experienced same-store sales declines due to modified operating hours, occupancy restrictions, and reduced customer traffic. We expect that our operations will continue to be impacted by the continuing effects of COVID-19, including resurgences and variants of the virus. It remains difficult to predict the full impact of the COVID-19 pandemic on the broader economy and how consumer behavior may change, and whether such change is temporary or permanent. Social distancing, telecommunicating and reductions in travel may become the new normal. In addition, the COVID-19 pandemic has required and may continue to require us to make controversial decisions about precautionary measures, such as vaccinations, showing proof of vaccinations and face coverings, that could impact our results, including by impacting our brand, our employee retention and satisfaction, and the willingness of customers to patronize our locations and resorts. All these conditions could fundamentally impact the way we work and the services we provide and could have continuing adverse effects on our results of operations, cash flows and financial condition. Prolonged volatility or significant disruption of global financial markets due in part to the COVID-19 pandemic could have a negative impact on our ability to access capital markets and other funding sources, on acceptable terms or at all,

and impede our ability to comply with debt covenants or our ability to obtain additional waivers or amendments, if necessary, and the Company could also incur additional impairment charges of our long-lived assets or impairments of goodwill or other intangibles, which may have a significant or material impact on our financial results.

The extent to which the current or future outbreaks of disease or similar public health threats materially and adversely impact our business, results of operations, liquidity and financial condition is highly uncertain and will depend on future developments. Such developments may include the geographic spread of variants and duration of the virus, the severity of the disease and the mitigating and remedial actions that may be taken by various governmental authorities and other third parties in response to the outbreak. In addition, how quickly, and to what extent, normal economic and operating conditions can be maintained or resumed cannot be predicted, and the resumption of normal business operations may be delayed or constrained by lingering effects of any pandemic on us or our suppliers, third-party service providers, and/or customers.

Our ability to raise capital following consummation of the Business Combination may be limited, and our failure to raise capital when needed could prevent us from growing.

A principal competitive factor for a family destination resort based on digital entertainment is the originality and perceived quality of its attractions. We will need to make continued capital investments through maintenance and the regular addition of experiences and attractions. There is no assurance we will have the capital available to us to make such investments. As a result, we may in the future be required to raise capital through public or private financing or other arrangements. Such financing may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business. Additional equity financing may dilute the interests of our common stockholders, and debt financing, if available, may involve restrictive covenants and could reduce our profitability. If we cannot raise funds on acceptable terms, we may not be able to grow our business or respond to competitive pressures.

We expect to spend approximately $55.0 million to $59.0 million or roughly $75,000 to $80,000 per room in total costs to renovate the two Hotels following consummation of the Business Combination. The funding of the renovation costs is dependent upon drawing on the mortgage loan we expect to obtain to pay the various costs during the renovation period. If we cannot secure or draw on this financing, the renovation projects may not be completed which in turn could prohibit our ability to reopen the Hotels.

We expect to rely on debt to fund our operations. The inability to effectively manage our indebtedness could negatively impact our operations.

We expect to incur substantial debt, including both secured and unsecured, following consummation of the business combination. The incurrence of debt could have a variety of negative effects, including:

•        default and foreclosure on our assets if our operating revenues are insufficient to repay our debt obligations;

•        acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•        our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

•        our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•        our inability to pay dividends on our shares of common stock;

•        using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our shares of common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

•        limitations on our flexibility in planning for and reacting to changes in our business; and

•        increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation.

Any of the foregoing could negatively impact our operations following consummation of the business combination.

Substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our obligations under our indebtedness.

At Closing, we expect to have a total debt of approximately $80.0 million. Our high degree of leverage could have important consequences, including the following: (i) a substantial portion of our cash flow from operations is dedicated to the payment of principal and interest on indebtedness, thereby reducing the funds available for operations, future business opportunities and capital expenditures; (ii) our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate purposes in the future may be limited; (iii) certain of the borrowings are at variable rates of interest, which will increase our vulnerability to increases in interest rates; (iv) we are at a competitive disadvantage to lesser leveraged competitors; (v) we may be unable to adjust rapidly to changing market conditions; (vi) the debt service requirements of our other indebtedness could make it more difficult for us to satisfy our financial obligations; and (vii) we may be vulnerable in a downturn in general economic conditions or in our business and we may be unable to carry out activities that are important to our growth.

Our ability to make scheduled payments of the principal of, or to pay interest on, or to refinance indebtedness depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond our control, including the availability of financing in the international banking and capital markets. If unable to generate sufficient cash flow to service our debt or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, which could cause us to default on our obligations and impair our liquidity. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations. We from time to time may increase the amount of our indebtedness, modify the terms of our financing arrangements, issue dividends, make capital expenditures and take other actions that may substantially increase our leverage.

Despite our significant leverage, we may be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our significant leverage.

Increases in interest rates could increase our debt payments.

As described in this proxy statement/prospectus, we intend to borrow the funds required to complete the renovations on the Hotels. The debt or borrowings will be at variable rates of interest and the recent increases in interest rates will require us to pay more interest expense once these borrowings are incurred during the renovation period. Additionally, increases in interest rates would increase our interest costs on future mortgage loans and any other loans that could have variable rate interest payment terms and also could increase interest expense on any future fixed rate debt we may incur. Increased interest payments would reduce our cash available for distributions, planned hotel renovations, expansion, working capital and other uses. Moreover, periods of rising interest rates may further impact our operations as we plan to rely on debt to fund our working capital needs and potential future growth.

We may enter into other transactions which could further exacerbate the risks to our financial condition.

The use of debt to finance future acquisitions could restrict operations, inhibit our ability to grow our business and revenues, and negatively affect our business and financial results. We intend to incur additional debt in connection with future hotel acquisitions. In addition, we may incur mortgage debt by obtaining loans secured by a portfolio of some or all of the hotels that we own or acquire. To the extent that we incur debt in the future and do not have sufficient funds to repay such debt at maturity, it may be necessary to refinance the debt through debt or equity financings, which may not be available on acceptable terms or at all and which could be dilutive to our stockholders. If we are unable to refinance our debt on acceptable terms or at all, we may be forced to dispose of hotels at inopportune times or on disadvantageous terms, which could result in losses. To the extent we cannot meet our future debt service obligations, we will risk losing to foreclosure some or all of our hotels that may be pledged to secure our obligation.

Covenants, “cash trap” provisions or other terms in our mortgage loans, as well as any future debt financing, could limit our flexibility and adversely affect our financial condition.

Some of our future loan agreements could contain financial and other covenants. If we violate covenants in any future debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may also prohibit us from borrowing unused amounts under our mortgage loans, even if repayment of

some or all the borrowings is not required. In addition, financial covenants under our current or future debt obligations could impair our planned business strategies by limiting our ability to borrow beyond certain amounts or for certain purposes. Some of the future mortgage loans could contain cash trap provisions that are triggered if the performance of our hotels decline. When these provisions are triggered, substantially all of the profit generated by our hotels is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. Cash is not distributed to us at any time after the cash trap provisions have been triggered until we have cured performance issues. This could affect our liquidity and our ability to make distributions to our stockholders.

Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on an investment in our Company.

We may use various financial instruments, including derivatives, to provide a level of protection against interest rate increases and other risks, but no hedging strategy can protect us completely. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes or other risks and that a court could rule that such agreements are not legally enforceable. In addition, the nature and timing of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. Moreover, hedging strategies involve transaction and other costs. We cannot assure you that our hedging strategy and the instruments that we use will adequately offset the risk of interest rate volatility or other risks or that our hedging transactions will not result in losses that may reduce the overall return on your investment.

Cyber security risks and the failure to maintain the integrity of internal or guest data could result in damages to our reputation and/or subject us to costs, fines or lawsuits.

TBC and the Hotels collect and retain internal and guest data, including credit card numbers and other personally identifiable information, for business purposes, including for transactional or target marketing and promotional purposes, and various information technology systems enter, process, summarize and report such data. TBC and the Hotels also maintain personally identifiable information about employees. The integrity and protection of guest, employee and data is critical to the business of TBC and the Hotels and guests and employees have a high expectation that their personal information will be adequately protected. The regulatory environment, as well as the requirements imposed by the credit card industry, governing information, state, local, and national security and privacy laws is increasingly demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase operating costs and/or adversely impact the ability to market products and services to guests. Furthermore, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss, fraudulent or unlawful use of guest, employee or data which could harm our reputation or result in remedial and other costs, fines or lawsuits.

Information technology system failures or interruptions may impact our ability to effectively operate our business.

TBC and the Hotels rely heavily on various information technology systems, including point-of-sale, kiosk and amusement operations systems in stores, data centers that process transactions, communication systems and various other software applications used throughout their operations. Some of these systems have been internally developed while others are provided by third parties. Although operational safeguards have been put in place, those technology systems and solutions could become vulnerable to damage, disability, or failures due to theft, fire, power outages, telecommunications failure or other catastrophic events. Any failure of these systems could significantly impact TBC’s or the Hotels’ operations.

We will depend on a limited group of suppliers to provide us with necessary components for our operations and this dependence could expose us to an inability to acquire the necessary pieces for the operations of our business.

We rely on a limited group of suppliers and third parties to obtain product components, fabrication, assembly, construction, and or materials. If we are unable to obtain sufficient quantities or such components or materials fail to meet specifications, delays or reductions in shipments may result which would negatively affect our reputation and our revenues. Supply chain interruptions may also increase our costs or reduce our revenues.

Our supply chain may also be subject to a moderate amount of cybersecurity risk. The bulk of our exposure lies in revenue tracking for games and attractions, online bookings, food and beverage sales processing, and the availability of food and beverage suppliers being able to service our operations.

If we were to lose hardline internet connectivity, we would utilize our redundant alternate hardline, or cellular internet services for merchant processing and a limited amount of VR game authorizations. In this case, our revenue generating services would continue to function unimpeded. As an additional backup, printed records of future event bookings are also kept. Additionally, key server systems are on limited backup power to keep systems stable in the case of short power disruptions as well. If all reservation systems were to go down, we would shift over to a cash-based cover model to allow for the business to continue. In the event that our food and beverage supply and waste management vendors suffered a cybersecurity event, their logistics might be disrupted, and we would resort to alternate or manual sourcing of food, beverage, and food service, and cleaning supplies. However, we cannot assure you that our plans would be successful in limiting our exposure to such events.

Risks Relating to the Business Combination

If Alpine’s stockholders fail to properly demand redemption rights, they will not be entitled to redeem their Public Shares for a pro rata portion of the Trust Account.

Alpine stockholders holding Public Shares may redeem their shares for a pro rata portion of the Trust Account, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. To demand redemption rights, Alpine stockholders must deliver their shares (either physically or electronically using the DWAC System) to Alpine’s Transfer Agent no later than two (2) business days prior to the Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Alpine’s Transfer Agent will need to act to facilitate this request. It is Alpine’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Alpine does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While Alpine has been advised that it takes a short time to deliver shares through the DWAC System, it cannot assure you of this fact. Accordingly, if it takes longer than Alpine anticipates for stockholders to deliver their shares, stockholders who wish to redeem their Public Shares may be unable to meet the deadline for exercising their redemption rights. Any Alpine stockholder who fails to properly demand redemption rights by delivering his, her, or its Public Shares will not be entitled to redeem his, her, or its shares for a pro rata portion of the Trust Account. See the section of this proxy statement/prospectus titled “Special Meeting of Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Certain of Alpine’s executive officers, directors and advisors are expected to serve as officers with New TBC following consummation of the Business Combination.

Kim Shaefer, Alpine’s Chief Executive Officer, is also Chief Executive Officer of TBC and is a security holder of TBC and is expected to continue as Chief Executive Officer for New TBC upon consummation of the Business Combination. Alex Lombardo, Alpine’s Chief Financial Officer, is expected to continue in this role for New TBC upon consummation of the Business Combination. Brent Bushnell, an advisor of Alpine, is Chairman and Chief Strategy Officer of TBC and is expected to continue to serve as Chief Strategy Officer with New TBC upon consummation of the Business Combination. Derrek Kinzel, a consultant to Alpine, is expected to be Chief Operating Officer of New TBC upon consummation of the Business Combination. Further, each of our other directors is also expected to be a director of New TBC upon consummation of the Business Combination. See “Executive and Director Compensation” for further details on the compensation to be paid to such individuals following consummation of the Business Combination. As a result, these individuals may have had financial incentives to enter into the Business Combination with TBC and the Hotels, including potential employment arrangements and the ability to receive cash fees, stock options or stock awards that the New TBC board of directors may determine to pay to its non-executive directors following the closing of the Business Combination.

Alpine’s current directors, executive officers, advisors and their affiliates own shares of Alpine Common Stock and Private Placement Warrants that will be worthless if the Business Combination are not approved. Such interests may have influenced their decision to approve the Business Combination.

Alpine’s officers, directors, advisors and/or their affiliates beneficially own shares of Alpine Common Stock and Private Placement Warrants that they purchased prior to, or simultaneously with, Alpine’s IPO. Alpine’s executive officers, directors and their affiliates have no redemption rights with respect to their Alpine Common Stock and their Private Placement Warrants will expire worthless in the event the Business Combination or a business combination with another target(s) is not effected in the required time period. These financial interests may have influenced the decision of Alpine’s directors and officers to approve the Business Combination and to continue to pursue such Business Combination. In

considering the recommendations of Alpine’s board of directors to vote for the Business Combination Proposal and other proposals, its stockholders should consider these interests. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — Interests of Alpine’s Directors and Officers and Others in the Business Combination.”

Alpine’s current directors, executive officers, advisors and their affiliates stand to make a substantial profit on the shares of Alpine Common Stock that they own, even if the New TBC Common Stock subsequently declines in value or is unprofitable for public stockholders, and such interests may have influenced their decision to approve the Business Combination.

Alpine’s current directors and executive officers (through the Sponsor) and advisors paid an aggregate of $25,000 for their Alpine Common Stock, or approximately $0.009 for each of their 2,675,000 shares of Alpine Common Stock. As a result of the low acquisition cost of such shares, the directors and officers could make a substantial profit even if the New TBC Common Stock subsequently declines in value or is unprofitable for public stockholders after the Business Combination. Additionally, the Sponsor will also be in a position to realize a substantial profit from its purchase of the Private Placement Warrants if the price at which the Sponsor can resell the Private Placement Warrants exceeds $1.00 per warrant at a time when the Sponsor has the right to sell any of such warrants or the per share trading price of the New TBC Common Stock exceeds $12.50 per share (the exercise price of the warrants plus the $1.00 purchase price per warrant) after such warrants become exercisable (which will not occur until after closing of the Business Combination). The foregoing interests may have influenced their decision to approve the Business Combination.

The Sponsor, an entity affiliated with Alpine’s officers and directors, is liable to ensure that proceeds of the Trust Account are not reduced by vendor claims in the event the Business Combination is not consummated. Such liability may have influenced management’s decision to pursue the Business Combination and the board’s decision to approve it.

If the Business Combination or another business combination are not consummated by Alpine within the required time period, the Sponsor, an entity affiliated with Alpine’s officers and directors, will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses, vendors or other entities that are owed money by Alpine for services rendered or contracted for or products sold to Alpine, but only if such a vendor or target business has not executed a waiver agreement. If Alpine consummates a business combination, on the other hand, Alpine will be liable for all such claims.

These obligations of the Sponsor may have influenced management to pursue the Business Combination or Alpine’s board of director’s decision to approve the Business Combination. In considering the recommendations of Alpine’s board of directors to vote for the Business Combination Proposal and other proposals, Alpine’s stockholders should consider these interests. See the section of this proxy statement/prospectus titled “The Business Combination Proposal — Interests of Alpine’s Directors and Officers and Others in the Business Combination.”

Alpine’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to Alpine’s public stockholders.

If the Business Combination or another business combination is not consummated by Alpine within the required time period, and if proceeds in the Trust Account are reduced below $______ per Public Share as a result of certain claims, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Alpine’s independent directors would determine whether to take legal action against the Sponsor to enforce the Sponsor’s indemnification obligations. While Alpine currently expects that its independent directors would take legal action on Alpine’s behalf against the Sponsor to enforce its indemnification obligations to Alpine, it is possible that Alpine’s independent directors in exercising their business judgment may choose not to do so in any particular instance. If Alpine’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Alpine’s public stockholders may be reduced below $______ per share.

The exercise of Alpine’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Alpine’s stockholders’ best interest.

In the period leading up to the closing of the Business Combination, events may occur that, pursuant to the Merger Agreement or Hotel Purchase Agreement, would require Alpine to agree to amend the Merger Agreement or Hotel Purchase Agreement, to consent to certain actions taken by TBC or the Hotel Sellers or to waive rights that Alpine is entitled to under the Merger Agreement or Hotel Purchase Agreement. Such events could arise because of

changes in the course of TBC’s or the Hotels’ business, a request by TBC or the Hotel Sellers to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the Hotel Purchase Agreement or the occurrence of other events that would have a material adverse effect on TBC’s or the Hotels’ business and would entitle Alpine to terminate the Merger Agreement or Hotel Purchase Agreement. In any of such circumstances, it would be at Alpine’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the executive officers and directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the executive officers or directors between what he or they may believe is best for Alpine and what he or they may believe is best for himself, herself, or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Alpine does not believe there will be any changes or waivers that Alpine’s directors and officers would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, Alpine will circulate a new or amended proxy statement/prospectus and resolicit Alpine’s stockholders if changes to the terms of the transaction that would have a material impact on its stockholders or represent a fundamental change in the proposals being voted upon.

If Alpine is unable to complete the Business Combination or another business combination by March 2, 2023 or such later date as may be approved by Alpine’s stockholders, Alpine will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Alpine and, as a result, the proceeds held in the Trust Account could be reduced and the per-share liquidation price received by stockholders could be less than approximately $______ per share.

Under the terms of the Existing Charter, Alpine must complete the Business Combination or another business combination by March 2, 2023 or Alpine must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Alpine. Although Alpine has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the Trust Account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the Trust Account could be subject to claims which could take priority over those of Alpine’s public stockholders. If Alpine is unable to complete a business combination within the required time period, the Sponsor has agreed that it will be liable to Alpine if and to the extent any claims by a vendor for services rendered or products sold to it, or a prospective target business with which it has discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below $______ per Public Share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under Alpine’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Furthermore, the Sponsor will not be liable to public stockholders and instead will only have liability to Alpine. Alpine has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and, therefore, the Sponsor may not be able to satisfy those obligations. Alpine has not asked the Sponsor to reserve for such eventuality. Therefore, the per-share distribution from the Trust Account in such a situation may be less than the approximately $______ estimated to be in the trust as of two business days prior to the date of the Special Meeting, due to such claims.

Additionally, if Alpine is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Alpine otherwise enters compulsory or court supervised liquidation, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, Alpine may not be able to return to its public stockholders the estimated $______ per public share.

In the event that the proposed Business Combination is not approved, public stockholders who tendered their shares for redemption may be unable to sell their shares when they wish.

If the proposed Business Combination is not consummated, Alpine will promptly return the certificates of public stockholders who sought to redeem their shares to such public stockholders. Accordingly, investors who attempted to redeem their shares in such a circumstance may be unable to sell their shares after the failed business combination until Alpine has returned their shares to them. The market price for the Common Stock may decline during this time and you may not be able to sell your shares when you wish to, even while other stockholders that did not seek redemption may be able to sell their shares.

Alpine’s stockholders may be held liable for claims by third parties against Alpine to the extent of distributions received by them.

If Alpine is unable to complete the Business Combination or another business combination within the required time period, Alpine will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to Alpine to pay Alpine’s franchise and income taxes and up to $100,000 of interest to pay liquidation expenses, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Alpine cannot assure you that it will properly assess all claims that may be potentially brought against Alpine. As such, Alpine’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Alpine cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Alpine.

If Alpine is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Alpine’s stockholders. Furthermore, because Alpine intends to distribute the proceeds held in the Trust Account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Alpine’s board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Alpine to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. Alpine cannot assure you that claims will not be brought against it for these reasons.

Activities taken by existing Alpine stockholders to increase the likelihood of approval of the Business Combination Proposal and other proposals could have a depressive effect on the Common Stock.

At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding Alpine or its securities, Alpine’s Sponsor, officers, directors, TBC, the TBC stockholders, officers, and directors, and/or their respective affiliates may purchase shares of Common Stock from institutional and other investors who vote, or indicate an intention to vote, against the Business Combination Proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Common Stock or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the then outstanding shares of Alpine Common Stock present and entitled to vote at the meeting to approve the Business Combination Proposal vote in its favor and that Alpine have at least $5,000,001 of net tangible assets immediately prior to or upon consummation of the Business Combination, where it appears that such requirements would otherwise not be met. Entering into any such arrangements may result in the completion of the Business Combination that may not otherwise have been possible. Additionally, such arrangements may have a depressive effect on the Common Stock. For example,

as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.

In general, Alpine, TBC or the Hotel Sellers can refuse to complete the Business Combination if there is a material adverse effect affecting the other party to the Merger Agreement and Hotel Purchase Agreement, respectively, between the signing date of the Merger Agreement and Hotel Purchase Agreement and the planned closing. However, certain types of changes do not permit either party to refuse to complete the Business Combination, even if such change could be said to have a material adverse effect on TBC or Alpine, including the following events (except, in some cases, where the change has a disproportionate effect on a party):

•        changes generally affecting the economy, financial or securities markets;

•        the outbreak or escalation of war or any act of terrorism, civil unrest or natural disasters;

•        changes (including changes in law) or general conditions in the industry in which the party operates;

•        changes in GAAP (or the authoritative interpretation of GAAP); or

•        changes attributable to the public announcement or pendency of the transactions contemplated by the Merger Agreement and Hotel Purchase Agreement (including the impact thereof on relationships with customers, suppliers, employees and any federal, state, or local government entities).

Furthermore, the parties to the Merger Agreement and Hotel Purchase Agreement may waive the occurrence of a material adverse effect affecting the other party. If a material adverse effect occurs and the parties still complete the Business Combination, Alpine’s stock price may suffer.

The Business Combination may be completed even if a majority of the Public Shares do not vote in favor of the Business Combination Proposal.

As previously indicated herein, at the time of Alpine’s IPO, as a condition to their purchase of Alpine Common Stock, the Sponsor and Alpine’s officers and directors agreed to vote all shares of Alpine Common Stock held by them in favor of the Business Combination Proposal. Accordingly, only 4,100,001 Public Shares, constituting approximately 38.3% of the Public Shares, must be voted in favor of the Business Combination Proposal in order for the Business Combination Proposal to be approved, assuming all outstanding shares of Alpine Common Stock are present at the Special Meeting and the shares of Common Stock held by Maxim Group LLC are not voted in favor of the Business Combination Proposal. If only a quorum of shares of Alpine Common Stock is present at the Special Meeting, Alpine would need only approximately 712,501 shares, or approximately 6.7% of the Alpine Common Stock, to be voted in favor of the Business Combination Proposal in addition to the Alpine Insiders in order for it to be approved.

Delays in completing the Business Combination may substantially reduce the expected benefits of the Business Combination.

Satisfying the conditions to, and completion of, the Business Combination may take longer than, and could cost more than, Alpine expects. Any delay in completing or any additional conditions imposed in order to complete the Business Combination may materially adversely affect the benefits that Alpine expects to achieve from the Business Combination.

Alpine is an “emerging growth company” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make the New TBC Common Stock less attractive to investors.

Alpine is an “emerging growth company” as defined in the JOBS Act, and New TBC will be an emerging growth company upon consummation of the Business Combination. As an emerging growth company, Alpine and New TBC are only required to provide two years of audited financial statements and only two years of related selected financial data and management discussion and analysis of financial condition and results of operations disclosure. In addition, they are not required to obtain auditor attestation of its reporting on internal control over financial reporting, has

reduced disclosure obligations regarding executive compensation and is not required to hold non-binding advisory votes on executive compensation. In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an emerging growth company to delay the adoption of these accounting standards until they would otherwise apply to private companies. Alpine has elected to take advantage of such extended transition period. Alpine cannot predict whether investors will find the New TBC Common Stock to be less attractive as a result of its reliance on these exemptions. If some investors find the New TBC Common Stock to be less attractive as a result, there may be a less active trading market for the New TBC Common Stock and the price of the New TBC Common Stock may be more volatile than the current trading market and price of Alpine’s Common Stock.

Following the Business Combination, New TBC will remain an emerging growth company until the earliest of: (i) the end of the fiscal year in which New TBC has total annual gross revenue of $1.07 billion; (ii) the last day of New TBC’s fiscal year following the fifth anniversary of the date on which Alpine consummated its IPO (or December 31, 2026); (iii) the date on which New TBC issues more than $1.0 billion in non-convertible debt during the preceding three-year period; or (iv) the end of the fiscal year in which the market value of the New TBC Common Stock held by non-affiliates exceeds $700 million as of the last business day of its most recently completed second fiscal quarter.

Further, there is no guarantee that the exemptions available under the JOBS Act will result in significant savings. To the extent that New TBC chooses not to use exemptions from various reporting requirements under the JOBS Act, it will incur additional compliance costs, which may impact New TBC’s financial condition.

The Existing Charter provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with Alpine or its directors, officers, employees or stockholders.

The Existing Charter requires, to the fullest extent permitted by law, that derivative actions brought in Alpine’s name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, except any action (A) as to which the Court of Chancery in the State of Delaware determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), (B) which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, (C) for which the Court of Chancery does not have subject matter jurisdiction or (D) arising under the Securities Act. If an action is brought outside of Delaware, the stockholder bringing the suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder and therefore bring a claim in another appropriate forum. Additionally, we cannot be certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum provision contained in the Existing Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

The Existing Charter provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Alpine or any of its directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in Alpine’s charter to be inapplicable or unenforceable in an action, Alpine may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, operating results and financial condition.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of New TBC’s amended and restated certificate of incorporation and amended and restated bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

These provisions provide for, among other things:

•        a classified Board of Directors with staggered three-year terms;

•        the ability of our Board of Directors to issue one or more series of preferred stock;

•        advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings; and

•        certain limitations on convening special stockholder meetings

These anti-takeover provisions could make it more difficult for a third party to acquire New TBC, even if the third-party’s offer may be considered beneficial by many of New TBC’s stockholders. As a result, New TBC’s stockholders may be limited in their ability to obtain a premium for their shares.

If Alpine’s due diligence investigation of TBC or the Hotels was inadequate, then Alpine’s stockholders following the consummation of the Business Combination could lose some or all of their investment.

Even though Alpine conducted a due diligence investigation of TBC and the Hotels that it believed to be reasonable, it cannot be sure that this due diligence uncovered all material issues that may be present inside TBC or its business, or the Hotels, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the Hotels and TBC and its business and outside of its control will not later arise.

Because New TBC will become a public reporting company by means other than a traditional underwritten IPO, New TBC’s stockholders may face additional risks and uncertainties.

Because New TBC will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the shares of New TBC’s common stock, and, accordingly, New TBC’s stockholders may not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews typically include an independent investigation of the background of the company, its management and their respective affiliates, review of the offering documents and independent analysis of TBC’s business plan and forecasts and any underlying financial assumptions. Because there is no independent third-party underwriter selling the shares of New TBC’s common stock, Alpine’s stockholders must rely on the due diligence investigation performed by Alpine and information included in this proxy statement. Although Alpine performed a due diligence review and investigation of TBC and the Hotels in connection with the Business Combination that it believed to be reasonable, the lack of an independent due diligence review and investigation increases the risk of investment in New TBC because Alpine’s due diligence investigation may not have uncovered facts that would be important to a potential investor.

In addition, because New TBC will not become a public reporting company by means of at traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of New TBC. Investment banks may also be less likely to agree to underwrite follow-on or secondary offerings on behalf of New TBC than they might if New TBC became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with New TBC as a result of not having performed similar work during the initial public offering process or because of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for New TBC’s common stock could have an adverse effect on New TBC’s ability to develop a liquid market for New TBC’s common stock. See “— Risks Related to the Merger — If securities analysts do not publish research or reports about New TBC’s business or if they downgrade New TBC’s stock or New TBC’s sector, New TBC’s stock price and trading volume could decline.”

The receipt of Bonus Dividend should not to be subject to U.S. federal income taxation, but there can be no assurance in this regard.

As described in “The Business Combination Proposal,” holders of Public Shares that do not exercise their redemption rights are entitled to receive the Bonus Dividend. The receipt of the Bonus Dividend by these shareholders should be treated as a nontaxable stock distribution and therefore should not be subject to U.S. federal income taxation,

but there can be no assurance in this regard. Accordingly, if the Bonus Dividend is treated as a nontaxable stock distribution, shareholders should not be subject to U.S. federal income tax on the receipt of the Bonus Dividend, and the distribution of the Bonus Dividend to non-U.S. holders should not be subject to U.S. federal income tax withholding. However, because there are no authorities that directly address the treatment of the receipt of the Bonus Dividend, no assurance can be given that the IRS, a court or any withholding agent will agree with such characterization. If the Bonus Dividend is not treated as a nontaxable stock distribution, shareholders that receive the Bonus Dividend may be required to include the fair market value of the Bonus Dividend in income, and distributions of the Bonus Dividend to Non-U.S. holders could be subject to U.S. withholding at a rate of 30% unless the Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility to the applicable withholding agent (generally on an applicable IRS Form W-8). No additional amounts will be payable to any shareholder if any tax is imposed with respect to the receipt of the Bonus Dividend. U.S. holders and Non-U.S. holders of Public Shares should consult their tax advisors regarding the tax consequences of the receipt of the Bonus Dividend (including their ability to obtain a refund of any withholding taxes, if applicable). See the sections entitled “U.S. Federal Income Tax Considerations — Tax Consequences for U.S. Holders — Tax Consequences of the Receipt of the Bonus Dividend by Non-Redeeming Shareholders, and “—“U.S. Federal Income Tax Considerations — Tax Consequences for Non-U.S. Holders — Tax Consequences of the Receipt of the Bonus Dividend by Non-Redeeming Shareholders.”

The consummation of the transactions contemplated under the Merger Agreement are not conditioned upon the receipt of an opinion of counsel to the effect that the Business Combination will qualify as a reorganization within the meaning of Section 368 of the Code, and neither Alpine nor TBC intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Business Combination.

The Business Combination should qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. Assuming the Business Combination so qualifies, a U.S. holder of TBC capital stock generally will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of TBC common stock for Alpine common stock. If the Business Combination does not qualify as a “reorganization” within the meaning of Section 368 of the Code, the Business Combination may be a taxable event, which would be taxable to holders of TBC capital stock. The U.S. federal income tax consequences of the Business Combination will depend primarily upon whether it qualifies as a “reorganization” within the meaning of Section 368 of the Code. Each of TBC and Alpine intends that the Business Combination qualify as a “reorganization” for U.S. federal income tax purposes. Further, in the Business Combination Agreement, each of Alpine, Merger Sub, and TBC agrees not to take any action that could reasonably be expected to prevent, impair or impede such qualification. However, neither Alpine nor TBC intends to or has sought any rulings from the IRS regarding the U.S. federal income tax consequences of the Business Combination. Accordingly, no assurance can be given that the IRS will not assert, or that a court will not sustain, a position contrary to the intended U.S. federal income tax treatment of the Business Combination. If the Business Combination were determined not to qualify as a “reorganization” within the meaning of Section 368 of the Code, then, for U.S. federal income tax purposes, the Business Combination would produce taxable income for holders of TBC capital stock who exchange such stock for New TBC stock in the Business Combination. You are urged to consult your tax advisor regarding the tax consequences of the Business Combination to you. See the sections entitled “U.S. Federal Income Tax Considerations — Tax Consequences of the Business Combination and a Redemption of Public Shares.”

Additional Risks Relating to Ownership of New TBC Common Stock Following the Business Combination

An established market for our securities may not develop following consummation of the business combination.

An active trading market for New TBC’s securities may never develop or, if developed, it may not be sustained. Additionally, as described further below, if New TBC’s securities become delisted from Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities not listed on a national exchange, the liquidity and price of New TBC’s securities may be more limited than if it was listed on Nasdaq or another national exchange. You may be unable to sell your securities unless a market can be established and sustained.

The price of New TBC’s securities following consummation of the Business Combination may vary significantly due to a variety of reasons including but not limited to recession, shortages of durable and hard goods used at our properties, semiconductors used in the equipment that powers the intellectual property that TBC develops, changes in interest rates, natural disasters and general market or economic conditions. Additionally, the Alpine insiders, former management and executives of TBC and the Hotel Sellers will control a majority of our shares following consummation of the business combination and a significant portion of these shares are subject to lockups which will result initially in limited liquidity of our securities. This could subject our securities to additional volatility.

Nasdaq may delist New TBC’s securities from trading on its exchange, which could limit investors’ ability to make transactions in its securities and subject New TBC to additional trading restrictions.

Currently, Alpine’s Units, Common Stock and Warrants are publicly traded on Nasdaq. In connection with the Business Combination, Alpine will apply to have the New TBC Common Stock and Warrants listed on Nasdaq. New TBC will not have Units traded following closing of the Business Combination. New TBC will be required to meet the initial listing requirements for its securities to be listed on Nasdaq. In addition to the listing requirements for the New TBC Common Stock, Nasdaq imposes listing standards on Warrants. We cannot assure you that New TBC will be able to meet those initial listing requirements. Even if New TBC’s securities are so listed, New TBC may be unable to maintain the listing of its securities in the future. In order to continue listing its securities on Nasdaq following the Business Combination, New TBC will be required to maintain certain financial, distribution and stock price levels.

If Nasdaq delists New TBC’s securities from trading on its exchange and New TBC is not able to list its securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity for our securities;

•        a determination that the New TBC Common Stock is a “penny stock” which will require brokers trading in New TBC Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since Alpine’s Units, Common Stock and Warrants are listed on Nasdaq, they are covered securities. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Certain state securities regulators may view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Alpine was no longer listed on Nasdaq, its securities would not be covered securities and it would be subject to regulation in each state in which it offers its securities, including in connection with the initial business combination.

Although publicly traded, the trading market in New TBC Common Stock may become substantially less liquid than the average trading market for a stock quoted on Nasdaq following the consummation of the Business Combination, and this low trading volume may adversely affect the price of the New TBC Common Stock.

It is expected that New TBC’s Common Stock and Warrants will trade on Nasdaq following consummation of the Business Combination. Because Alpine’s public stockholders have the option to redeem their Public Shares for cash in connection with the Business Combination, if a significant number of public shares are redeemed, the trading volume of the New TBC Common Stock following the Business Combination may substantially decrease compared to other companies listed on Nasdaq. Limited trading volume will subject the New TBC Common Stock to greater price volatility and may make it difficult for you to sell your New TBC Common Stock at a price that is attractive to you. Additionally, if there are fewer shares outstanding, New TBC may not be able to meet the listing standards for Nasdaq.

New TBC’s stock price may change significantly following the Business Combination and you could lose all or part of your investment as a result.

The trading price of the New TBC Common Stock is likely to be volatile. The stock market recently has experienced extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “— Risks Relating to TBC’s Business and Industry” and the following:

•        results of operations that vary from the expectations of securities analysts and investors;

•        results of operations that vary from those of New TBC’s competitors;

•        the impact of the COVID-19 pandemic and its effect on New TBC’s business and financial conditions;

•        changes in expectations as to New TBC’s future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

•        declines in the market prices of stocks generally;

•        strategic actions by New TBC or its competitors;

•        announcements by New TBC or its competitors of significant contracts, acquisitions, partnerships, other strategic relationships or capital commitments;

•        any significant change in New TBC’s management;

•        changes in general economic or market conditions or trends in New TBC’s industry or markets;

•        changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to New TBC’s business;

•        future sales of New TBC Common Stock or other securities;

•        investor perceptions of the investment opportunity associated with New TBC Common Stock relative to other investment alternatives;

•        the public’s response to press releases or other public announcements by New TBC or third parties, including New TBC’s filings with the SEC;

•        litigation involving New TBC, New TBC’s industry, or both, or investigations by regulators into New TBC’s operations or those of New TBC’s competitors;

•        guidance, if any, that New TBC provides to the public, any changes in this guidance or New TBC’s failure to meet this guidance;

•        the development and sustainability of an active trading market for New TBC’s stock;

•        actions by institutional or activist stockholders;

•        changes in accounting standards, policies, guidelines, interpretations or principles; and

•        other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.

These broad market and industry fluctuations may adversely affect the market price of New TBC Common Stock, regardless of New TBC’s actual operating performance. In addition, price volatility may be greater if the public float and trading volume of New TBC Common Stock is low.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If New TBC was involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from New TBC’s business regardless of the outcome of such litigation.

If securities analysts do not publish research or reports about New TBC’s business or if they downgrade New TBC’s stock or New TBC’s sector, New TBC’s stock price and trading volume could decline.

The trading market for New TBC Common Stock may be affected in part by any research and reports that industry or financial analysts publish about New TBC or its business. New TBC will not control these analysts. In addition, some financial analysts may have limited expertise with TBC’s model and operations. Furthermore, if one or more of the analysts who do cover New TBC downgrade its stock or industry, or the stock of any of its competitors, or publish inaccurate or unfavorable research about its business, the price of New TBC’s stock could decline. If one or more of these analysts ceases coverage of New TBC or fails to publish reports on it regularly, New TBC could lose visibility in the market, which in turn could cause its stock price or trading volume to decline.

Unaudited Pro Forma Condensed Combined Financial Information

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited pro forma condensed combined financial statements of Alpine present the combination of the historical financial information of Alpine, TBC and the Hotels adjusted to give effect for the Merger between Alpine and TBC and the purchase of the Hotels from the Hotel Sellers. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical balance sheet of Alpine, the historical balance sheet of TBC and the historical balance sheet of the Hotels as of September 30, 2022, on a pro forma basis as if the Business Combination had been consummated on September 30, 2022.

The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2022 combines the historical statements of operations of Alpine, TBC and the Hotels for such period on a pro forma basis as if the Business Combination had been consummated on January 1, 2021, the beginning of the earliest period presented.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2021 combines the historical statements of operations of Alpine, TBC and the Hotels for such period on a pro forma basis as if the Business Combination had been consummated on January 1, 2021, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:

•        the accompanying notes to the unaudited pro forma condensed combined financial statements;

•        the historical unaudited financial statements of Alpine as of and for the three and nine months ended September 30, 2022 and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•        the historical audited financial statements of Alpine as of and for the year ended December 31, 2021 and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•        the historical unaudited financial statements of TBC as of and for the three and nine months ended September 30, 2022 and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•        the historical audited financial statements of TBC as of and for the year ended December 31, 2021 and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•        the historical unaudited financial statements of the Hotels as of and for the three and nine months ended September 30, 2022 and the related notes thereto, included elsewhere in this proxy statement/prospectus;

•        the historical audited financial statements of the Hotels as of and for the year ended December 31, 2021 and the related notes thereto, included elsewhere in this proxy statement/prospectus; and

•        the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alpine” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TBC,” and other financial information relating to Alpine, TBC and the Hotels included elsewhere in this proxy statement/prospectus, including the Merger Agreement and Hotel Purchase Agreement.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and does not necessarily reflect what New TBC’s financial condition or results of operations would have been had the Business Combination occurred on the dates indicated.

Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of New TBC. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The parties believe that the assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at this time and that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

Description of transactions

Alpine has entered into the Merger Agreement with TBC and certain other entities. The purchase price is $49,600,000, subject to certain adjustments, which will be paid in Alpine stock at a value of $10.00 per share.

Concurrently with the execution of the Merger Agreement, Alpine entered into the Hotel Purchase Agreement with the Hotel Sellers pursuant to which Alpine will purchase the Hotels. The $65,000,000 purchase price for the Hotels consists of cash of $45,500,000 and stock of $19,500,000 (with a per share valuation of $10.00).

Pursuant to the Existing Charter, public stockholders are being offered the opportunity to redeem, upon the Closing, Public Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account (as of two business days prior to the Closing). The unaudited pro forma condensed combined information contained herein assumes that Alpine stockholders approve the Business Combination. Alpine’s public stockholders may elect to redeem their Public Shares for cash even if they vote to approve the Business Combination Proposal. Alpine cannot predict how many of its stockholders will exercise their right to have their shares redeemed for cash. Additionally, stockholders who do not redeem their Public Shares will receive a share dividend of 0.665 shares for each Public Share not redeemed.

For illustrative purposes, the unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of additional redemptions of Alpine common stock:

•        Assuming Minimum Additional Redemptions (“Minimum Redemption”) — this scenario assumes that no Public Shares are redeemed; and

•        Assuming Maximum Redemptions (“Maximum Redemption”) — This scenario assumes the redemption of 10.7 million Public Shares at $10.36 per share, for aggregate payment of approximately $110.9 million from the Trust Account.

The public stockholder redemptions are expected to be within the parameters described by the above two scenarios. However, there can be no assurance regarding which scenario will be closest to the actual results.

The Merger between Alpine and TBC under the minimum redemption scenario is expected to be accounted for as a forward acquisition with Alpine as the accounting acquirer.

The Merger between Alpine and TBC under the maximum redemption scenario is expected to be accounted for as a reverse recapitalization with TBC as the accounting acquirer.

The purchase of the Hotels under both the minimum and maximum redemption scenarios is expected to be accounted for as an asset acquisition.

Pro Forma Information

ALPINE, TBC AND THE HOTELS
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET AS OF
SEPTEMBER 30, 2022
(in thousands)