Filed today
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
_____________________________________________
TO OUR STOCKHOLDERS:
The purpose of this information statement (the “Information Statement”) is to inform you that, on December 20, 2023 (the “Voting Record Date”), holders of the voting capital, including any shares for which such holders have been designated by another stockholder of Alpine 4 Holdings, Inc., a Delaware corporation (the “Company,” “us,” “we,” or “our”) as such stockholder’s proxy and attorney-in-fact, representing in the aggregate approximately 72.41% of the outstanding voting power of the Company on the Voting Record Date (the “Written Consent Stockholders”), approved the following corporate actions by written consent in lieu of a special meeting of stockholders:
–For purposes of Nasdaq Rule 5635(d), the potential issuance of shares of Class A common stock to Ionic Ventures, LLC (“Ionic Ventures”), pursuant to the Purchase Agreement, dated as of November 17, 2023, (the “Ionic Ventures Purchase Agreement”), between the Company and Ionic Ventures; and the issuance and potential issuance of shares of Class A common stock to Mast Hill Fund, L.P. (“Mast Hill”) pursuant to a securities purchase agreement with Mast Hill dated as of June 29, 2023 (the “Mast Hill SPA”), pursuant to which the Company issued and sold to Mast Hill a senior convertible promissory note in the aggregate principal amount of $1,670,000 dated as of June 29, 2023 (the “Senior Note”), convertible into shares (the “Conversion Shares”) of the Company’s Class A common stock, as well as the issuance issue to Mast Hill of (i) shares of our Class A common stock underlying a common stock purchase warrant (the “Mast Hill Warrant”) to purchase 200,000 shares of Common Stock dated as of June 29, 2023 (the “MH Warrant Shares”), (ii) 67,400 shares of Common Stock (the “MH First Commitment Shares”), and 1,200,000 shares of Common Stock (the “MH Second Commitment Shares”), collectively representing more than 19.99% of the Company’s outstanding Class A common stock on the date the Company entered into the Ionic Ventures Purchase Agreement (the “Written Consent Approval”).
The foregoing Written Consent Approval is required because under the terms of the Ionic Ventures Purchase Agreement as well as Mast Hill SPA, Senior Note, and Mast Hill Warrant, we may have to issue more than 19.99% of the Company's outstanding Class A common stock as of the date the Company entered into the Ionic Ventures Purchase Agreement.
Under Nasdaq Rule 5635(d), we cannot issue shares of Class A common stock (or securities convertible into or exercisable for Class A common stock) in transactions other than public offerings without stockholder approval if the aggregate number of shares issued would be equal to or greater than 20% of the Company’s outstanding voting power before the applicable issuance and the price per share of Class A common stock issued is less than the lower if (i): the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the applicable binding agreement and (ii) the average Nasdaq Official Closing Price of the Class A common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the applicable binding agreement (the “Minimum Price”).
As a result of the Written Consent Approval, on the date which is 20 calendar days after this Information Statement is first distributed and made available to stockholders, we will comply with Nasdaq Rule 5635(d), as the Written Consent Approvals constitute stockholder approval for the Company to issue shares of Class A common stock pursuant to the Ionic Ventures Purchase Agreement in an amount more than 19.99% of the outstanding voting power on the date of the Ionic Ventures Purchase Agreement even if the price per share of Class A common stock issued in connection with any particular issuance is less than the applicable Minimum Price for such transaction.
Accordingly, we are not soliciting proxies for the action by written consent by the Written Consent Stockholders, but are providing this Information Statement to our stockholders in accordance with Rule 14c-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
You will find important information about the Written Consent Approvals in the accompanying Notice of Action by Written Consent and Information Statement.
This Information Statement is first being distributed and made available to stockholders of record as of December ___, 2023, on or about December ___, 2023. Pursuant to Rule 14c-2 under the Exchange Act, the written consent of the Written Consent Stockholders will not become effective until at least 20 calendar days after this Information Statement is first distributed and made available to stockholders.
Very truly yours,
/s/ Kent B. Wilson
