REVE SEC filings, in plain English
Everything Alpine Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 4 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Alpine Acquisition Corporation ('Alpine', a Delaware corporation) filed Amendment No. 4 to its Form S-4; the preliminary proxy statement/prospectus inside is dated January 31, 2023. No explanatory note names the change. The meeting is a SPECIAL MEETING IN LIEU OF THE ANNUAL MEETING of stockholders. It registers up to 6,910,000 shares of common stock. THE BUSINESS COMBINATION HAS TWO SEPARATE LEGS: (1) a merger under an Agreement and Plan of Merger, as amended, with AAC Merger Sub Inc. (a Delaware wholly owned subsidiary) and Two Bit Circus, Inc. Why it matters: This is not a single-target de-SPAC: the SPAC is simultaneously merging with an entertainment company and buying two hotels from unrelated sellers, and both legs together constitute the Business Combination. A holder assessing the deal is therefore assessing two unrelated businesses and two sets of closing risk. TBC holders who exercise appraisal rights under DGCL Section 262 are excluded from the conversion. The registered ceiling is 6,910,000 shares — small relative to most registrations in this slice.
What changed: Alpine Acquisition Corporation ('Alpine', Delaware) filed Amendment No. 3 to its Form S-4; the preliminary proxy statement/prospectus inside is dated January 13, 2023. No explanatory note names the change. The meeting is a special meeting in lieu of the annual meeting of stockholders. It registers up to 6,910,000 shares of common stock. The Business Combination has two legs: a merger under an Agreement and Plan of Merger, as amended, with AAC Merger Sub Inc. and Two Bit Circus, Inc. Why it matters: The registered ceiling of 6,910,000 shares is identical to the figure in the following amendment, so it was fixed at this stage. The two-leg structure — an operating-company merger plus a two-hotel purchase from unrelated sellers — means the SPAC's shareholders are approving two distinct acquisitions in one vote. No vote date is stated in this portion.
What changed: Alpine Acquisition Corporation ('Alpine', Delaware) filed Amendment No. 2 to its Form S-4; the preliminary proxy statement/prospectus inside is dated December 16, 2022. No explanatory note names the change. The meeting is a SPECIAL MEETING IN LIEU OF THE ANNUAL MEETING of stockholders — where the two preceding versions of this registration statement described it simply as an ANNUAL MEETING. It registers up to 6,910,000 shares of common stock. The Business Combination has two legs: a merger under an Agreement and Plan of Merger, as amended, with AAC Merger Sub Inc. Why it matters: The registered ceiling of 6,910,000 shares is fixed here and holds through the two amendments that follow. The meeting's characterisation changes in this version from an annual meeting to a special meeting in lieu of the annual meeting — a difference in what business can be transacted at it. The two-leg structure means shareholders approve an operating-company merger and a hotel purchase together. No vote date is stated in this portion.
- What changed vs 2022-08-23trust $109.3M → $110.9M +1%deadline 2022-09-02 → 2022-12-02
trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $109.3M$110.9M
- Combination deadline
- 2022-09-022022-12-02
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 10.7M · unchanged
SpacBrain reads this as $1,568,822 was added to the trust between the two filings.
The clause …“assets 718,263 354,559 Total Current Assets 791,677 746,669 Investments held in Trust Account 110,872,063 109,141,622 Prepaid expenses-non-current - 189,271 Total Assets $ 111,663,740 $ 110,077,562 LIABILITIES AND STOCKHOLDERS’”…
SpacBrain reads this as 91 days later than the previous record.
The clause …“in conjunction with any such amendment. If the Company has not completed a Business Combination by December 2, 2022 (or March 2, 2023 if the Company extends the period of time to consummate a Business Combination) (the “Combination”…
The clause …“amendment to the Company’s charter to extend such period. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Risks and Uncertainties Management is currently evaluating the impact of the”…
The clause “50,000,000 shares authorized; 2,850,000 shares issued and outstanding (excludes 10,700,000 shares subject to possible redemption) 286 286 Additional paid-in capital - - Accumulated deficit ( 6,666,125 ) ( 8,126,553 ) Total Stockholders’”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Alpine Acquisition Corporation ('Alpine', Delaware) filed Amendment No. 1 to its Form S-4; the preliminary proxy statement/prospectus inside is dated October 11, 2022. No explanatory note names the change. The meeting is described as an ANNUAL MEETING of stockholders. It registers up to 6,674,728 SHARES of common stock. The Business Combination has two legs: a merger under an Agreement and Plan of Merger, as amended, with AAC Merger Sub Inc. and Two Bit Circus, Inc. ('TBC', Delaware), and concurrently a Purchase and Sale Agreement for two hotels. Why it matters: The registered share count in this version is 6,674,728 — different from both the 6,930,000 in the original filing and the 6,910,000 in the amendments that follow, so the figure moved twice during SEC review and is strictly version-specific. The meeting is characterised here as an annual meeting rather than a special meeting in lieu of one. No vote date is stated.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.