Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information relating to the Note included in Item 8.01 is incorporated by reference in this item to the extent required herein.




Item 8.01 Other Events.

On March 20, 2023, Alpine Acquisition Sponsor LLC (the "Sponsor") loaned to Alpine Acquisition Corporation (the "Company") an aggregate of $180,000 for working capital purposes. The loan is evidenced by a promissory note (the "Note") which is non-interest bearing and payable upon the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business combination with one or more businesses or entities (a "Business Combination"). Upon consummation of a Business Combination, the Sponsor will have the option, but not the obligation, to convert the principal balance of the Note, in whole or in part, into warrants (the "Warrants") of the Company, with each Warrant entitling the holder to purchase one share of the Company's common stock at an exercise price of $11.50 per share. The Warrants issued as a result of conversion of the Note will be identical to the warrants included in the units issued by the Company in its initial public offering.

If the Company does not consummate a Business Combination the Note will not be repaid and all amounts owed under the Note will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the initial public offering (the "Trust Account"). The issuance of the Note was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing summary of the Note is qualified in its entirety by reference to the text of the Note, which is filed as an exhibit hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits:



Exhibit   Description

10.1        Promissory Note dated March 20, 2023.
104       Cover Page Interactive Data File (embedded within the Inline XBRL document)




                                       1

© Edgar Online, source Glimpses