SEC – ‘UPLOAD’ from 5/25/21 re: Alpine Acquisition Corp. – ‘TEXT-EXTRACT’

On:  Tuesday, 5/25/21, at 6:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-21-6592

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Comment or Other Letter from the SEC   —   Delayed-Release

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     29K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         2±     7K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

May 25, 2021          

Kim Schaefer                                                      
Chief Executive Officer                                           
Alpine Acquisition Corp.                                          
10141 N. Canyon View Lane                                         
Fountain Hills, Arizona 85268                                     

                                                      Re: Alpine Acquisition
Corp.                                                                           
                                                          Draft Registration
Statement on Form S-1                                                           
                                                       Filed April 28,
2021                                                                            
                                                          File No. 377-04739

Dear Ms. Schaefer:                                                

           We have reviewed your draft registration statement and have the
following comment. In                                                           
  our comment, we may ask you to provide us with information so we may
better understand your                                                          
disclosure.                                                       

    Please respond to this letter by providing the requested
information and either submitting                                               
an amended draft registration statement or publicly filing your   
registration statement on                                                       
EDGAR. If you do not believe our comment applies to your facts and
circumstances or do not                                                         
believe an amendment is appropriate, please tell us why in your   
response.                                                                       

         After reviewing the information you provide in response to this
comment and your                                                                
      amended draft registration statement or filed registration statement, we
may have additional                                                             
comments.                                                         

Draft Registration Statement on Form S-1 Submitted April 28, 2021 

General                                                           

1.                                                   We note your risk    
factor on page 36 that you currently intend to combine with Two Bit             
                                                      Circus concurrent with
the closing of your initial business combination. Please tell us                
                                                 how you intend to
allocate the values of the target businesses in connection with the 80%         
                                                       fair market value test.
Kim Schaefer                                                                  
Alpine Acquisition Corp.                                                        
May 25, 2021                                                                    
Page 2                                                                          

You may contact Ameen Hamady at 202-551-3891 or Isaac Esquivel at 
202-551-3395 if                                                                 
you have questions regarding comments on the financial statements and related   
matters. Please                                                                 
contact Jennifer Gowetski at 202-551-3401 or Erin E. Martin at 202-551-3391     
with any other                                                                  
questions.                                                                      

                                              Sincerely,
FirstName LastNameKim Schaefer                                                  
                                               Division of
Corporation Finance                                                             
Comapany NameAlpine Acquisition Corp.                                           
                                                         Office of Real Estate
& Construction                                                                  
May 25, 2021 Page 2                                                             
cc:       Jeffrey Gallant                                                       
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		5/25/21		UPLOAD
		4/28/21		DRS,  UPLOAD
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