Alpine Acquisition enters agreements to acquire Two Bit Circus, two hotels

Alpine Acquisition Corporation and Two Bit Circus announced 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 135,000 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. The new entertainment brand, Revelers Resorts, will provide inclusive activities along with an immersive story experience woven throughout the entire resort; Circus adventures, STEAM games and workshop activities bring to life the Reveler's world. Full food and beverage offerings are expected to include Plate Spinner Pizza and a Cannonball Candy Shop along with carnival carts with signature treats. Revelers Resort will also have one of a kind social play attractions and other games, such as a reimagined arcade and midway for upleveled play throughout Reveler's Circus Grounds area. Purchasing existing conference center hotels in strong demographic locations at deep discounts to their replacement costs is expected to allow the new brand to quickly enter new markets, provide affordable entertainment and lodging accommodations, and grow quickly and profitably. These hotels already have the full-service amenities needed to adapt and renovate to the new brand along with leveraging the Two Bit Circus' immersive-fueled experiential entertainment technology to create Revelers Resorts. 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 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. $50 million all stock transaction from Alpine Acquisition Corporation for Two Bit Circus, Inc.; $65 million cash and stock purchase of two full-service conference hotels with 739 rooms and over 140,000 square feet of conference facilities located in Denver, CO and Stamford, CT; Transactions expected to close in the third quarter of 2022.