Alpine Acquisition Corporation (NasdaqCM:REVE) executed a non -binding letter of intent to acquire Two Bit Circus, Inc. $54 million on December 15, 2021. Alpine Acquisition Corporation entered into definitive agreement to acquire Two Bit Circus, Inc. for $49.6 million on May 18, 2022. Two Bit Circus shareholders will contribute 100% of their equity into the combined company. Alpine will issue an aggregate of 4,980,000 shares of common stock to the Two Bit Circus shareholders. On October 4, 2022, the Merger Agreement was amended in order to reduce the aggregate consideration payable to the equity holders of TBC upon closing of the Merger from $49.8 million to $47,247,280. On November 30, 2022, the Merger Agreement was amended in order to increase the aggregate consideration payable to the equity holders of TBC upon closing of the Merger from $47,247,280 to $49,600,000. The combined company is expected to be renamed “Two Bit Entertainment Corp.” and continue to be listed on NASDAQ under the symbol REVE.

Completion of the proposed business combination is subject to approval by Alpine's stockholders and the satisfaction or waiver of other customary closing conditions. The boards of directors of Alpine and Two Bit Circus have approved the proposed business combination. The transaction is expected to close in the 3rd quarter of 2022. The transaction is expected to close in the first quarter of 2023. As on August 26, 2022, Amendment to Agreement and Plan of Merger was made in which the closing date has been extended from September 30, 2022 to November 30, 2022 pursuant to that the right to terminate this agreement shall not be available. A shareholder meeting of Alpine is scheduled on Feberuary 28, 2023, to approve the extension proposal by which the Company has to consummate a business combination (the “Extension”) from March 2, 2023 to April 2, 2023. On February 28, 2023, Alpine Acquisition again adjourned the Special Meeting, until March 16, 2023. On March 2, 2023, the merger agreement amended in order to extend the date by which the parties may terminate the applicable agreement if the transactions contemplated thereby have not been consummated from March 2, 2023 to April 2, 2023.

Maxim Group LLC acted as sole financial advisor to Alpine Acquisition Corporation. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Alpine. The McLean Group, LLC acted as fairness opinion provider with a service fee of $90,000 to Alpine. Morrow & Co., LLC acted as information agent with a service fee of $27,500 to Alpine. DLA Piper LLP (US) acted as legal advisor and due diligence provider to Alpine. Turke & Strauss LLP acted as legal advisor to TBC.