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Alpine Acquisition Corp. – ‘425’ on 3/2/23 re: Alpine Acquisition Corp. – ‘EX-3.1’

On:  Thursday, 3/2/23, at 4:35pm ET   ·   Accession #:  1213900-23-16846   ·   File #:  1-40765

Previous ‘425’:  ‘425’ on 2/28/23   ·   Next:  ‘425’ on 3/16/23   ·   Latest:  ‘425’ on 3/28/23

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/02/23  Alpine Acquisition Corp.          425                    4:85K  Alpine Acquisition Corp.          EdgarAgents LLC/FA

Prospectus or Communication – Merger   —   Rule 425

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 425         Current Report                                      HTML     48K 
 2: EX-2.1      Amendment No. 4 to Agreement and Plan of Merger,    HTML     12K 
                Dated as of May 18, 2022 and Previously Amended                  
                August 26, 2022, September 30, 2022 and November                 
                30, 2022, by and Among Alpine Acquisition                        
                Corporation, Aac Merger Sub Inc. and Two Bit                     
                Circus, Inc                                                      
 3: EX-2.2      Third Amendment to Purchase and Sale Agreement,     HTML     17K 
                Dated as of May 18, 2022, as Previously Amended                  
                August 26, 2022 and November 30, 2022, by and                    
                Among Alpine Acquisition Corporation, Pool Iv                    
                Finance LLC, Pool Iv Trs LLC and Phf Ii Stamford                 
                Hotel                                                            
 4: EX-3.1      Amendment to the Amended and Restated Certificate   HTML      9K 
                of Incorporation, Dated February 28, 2023                        


‘EX-3.1’   —   Amendment to the Amended and Restated Certificate of Incorporation, Dated February 28, 2023


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 3.1

 

AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ALPINE ACQUISITION CORPORATION

 

Pursuant to Section 242 of the
Delaware General Corporation Law

 

The undersigned, being a duly authorized officer of ALPINE ACQUISITION CORPORATION (the “Corporation”), a corporation existing under the laws of the State of Delaware, does hereby certify as follows:

 

1.The name of the Corporation is Alpine Acquisition Corporation.

 

2.The Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on February 8, 2021 and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on August 30, 2021.

 

3.This Amendment to the Amended and Restated Certificate of Incorporation further amends the Amended and Restated Certificate of Incorporation of the Corporation.

 

4.This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of common stock at a meeting of stockholders in accordance with ARTICLE SIXTH of the Amended and Restated Certificate of Incorporation and the provisions of Sections 242 the General Corporation Law of the State of Delaware.

 

5.Section A.3 of ARTICLE SIXTH is hereby deleted and replaced in its entirety as follows:

 

3.“Termination Date” means April 2, 2023.

 

IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this 28th day of February, 2023.

 

    /s/ Alex Lombardo
    Alex Lombardo
    Chief Financial Officer

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘425’ Filing    Date    Other Filings
4/2/23
Filed on:3/2/238-K
8/30/213,  8-K,  CERT,  EFFECT
2/8/21
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Filing Submission 0001213900-23-016846   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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