Alpine 4 Holdings Inc (ALPP)

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Merger Between ALPP Acquisition Corporation, Inc., and ElecJet Corp.



On Monday, November 29, 2021, Alpine 4 Holdings, Inc., a Delaware corporation (the “Company”), and a newly formed and wholly owned subsidiary of the Company named ALPP Acquisition Corporation 3, Inc. a Delaware corporation (“Merger Sub”), entered into a merger agreement (the “Agreement”) with ElecJet Corp., a Delaware corporation (“ElecJet”) and the three shareholders of ElecJet, Samuel Gong (“Gong”), Wade Lin (“Lin”), and John Doricko (“Doricko,” and collectively with Gong and Lin, the “Securityholders”). Pursuant to the Agreement, Merger Sub merged with and into ElecJet (the “Merger”).



On November 22, 2021, the Company created Merger Sub and became its sole shareholder. Merger Sub was created solely for the purpose of the Merger.



Merger Agreement



Pursuant to the Agreement, the Merger of Merger Sub with and into ElecJet was structured as a reverse triangular merger and was intended to qualify as a tax-free reorganization. Under the Agreement, ElecJet would be the surviving entity (the “Surviving Corporation”).



The Board of Directors of the Company and of Merger Sub determined that the Merger would be in the best interests of the Company and Merger Sub and their respective shareholders.



The Board of Directors of ElecJet determined it to be in the best interests of ElecJet and its shareholders to enter into the Agreement and recommended the Merger to the ElecJet shareholders.



To close the Merger, ElecJet was required to seek and receive approval from its shareholders. Pursuant to the Agreement, one of the closing conditions was that ElecJet was required to receive approval from the holders of at least 80% of the ElecJet Shares. The three Securityholders together held 100% of the outstanding ElecJet shares, and approval was received.