Merger REVE

Alpine Acquisition Corporation signs definitive agreements to acquire Two Bit Circus, Inc. and Two Convention Hotels to form Two Bit Entertainment Corp.

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Alpine Acquisition Corporation \and Two Bit Circus, Inc., creators of the world’s first Micro-Amusement Parks and an experiential entertainment leader jointly announced today that they have entered into definitive agreements for a business combination. Alpine also entered into a definitive agreement with affiliates of Atrium Hospitality, LP, to acquire two full-service conference hotels with 739 rooms and 140,000 square feet of conference facilities located in Denver, CO and Stamford, CT. Upon the closing of the transactions, Alpine will acquire Two Bit Circus and the hotels and commence transformational renovations of both properties. The properties will be rebranded to Revelers Resorts, using Two Bit Circus’s proprietary technology and entertainment experiences. The combined company is expected to be renamed “Two Bit Entertainment Corp.” and continue to be listed on NASDAQ under the symbol REVE. The transactions are expected to close in the 3rd quarter of 2022.

Based in Los Angeles, Two Bit Circus is an award-winning community of entertainment and engineering enthusiasts who combine a love of technology with mad invention in pursuit of the future of fun. Named by Fast Company as one of the most innovative game companies of 2020, and recipient of TripAdvisors’ Traveler’s Choice Award, rated in the top 10% of attractions worldwide, Two Bit Circus is opening the world’s first network of Micro-Amusement Parks. These one-acre entertainment complexes fuse the latest interactive technology with the wonder and spectacle of a classic circus and carnival. The parks are a platform to showcase best-in-class interactive entertainment from all over the world and are filled with unexpected social experiences that bring people together elbow-to-elbow to play, eat, drink, and generally experience life at the highest resolution.

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, and pay $45.5 million in cash and issue 1,950,000 shares of common stock to the sellers of the hotels being acquired. The boards of directors of Alpine and Two Bit Circus have approved the proposed business combination. Completion of the proposed business combination is subject to approval by Alpine’s stockholders and the satisfaction or waiver of other customary closing conditions.

Maxim Group LLC acted as sole financial advisor to Alpine Acquisition Corporation. Hodges Ward Elliott, LLC acted as the buyer representative on the hotel transaction.

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