Form DEFM14A Kayne Anderson Acquisiti

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(a) approve and adopt the Contribution Agreement, dated as of August 8, 2018 (as the same may be amended, the “Contribution Agreement”), by and among KAAC, Altus Midstream LP, a Delaware limited partnership and our wholly owned subsidiary (“Altus Midstream”), Apache Midstream LLC, a Delaware limited liability company (the “Apache Contributor”), Alpine High Gathering LP, a Delaware limited partnership (“Alpine High Gathering”), Alpine High Pipeline LP, a Delaware limited partnership (“Alpine High Pipeline”), Alpine High Processing LP, a Delaware limited partnership (“Alpine High Processing”), Alpine High NGL Pipeline LP, a Delaware limited partnership (“Alpine High NGL”), and Alpine High Subsidiary GP LLC, a Delaware limited liability company (“Alpine High GP” and, together with Alpine High Gathering, Alpine High Pipeline, Alpine High Processing and Alpine High NGL, the “Alpine High Entities”), pursuant to which Altus Midstream and/or its subsidiaries will acquire from the Apache Contributor (i) 100% of the equity interests in each of the Alpine High Entities and (ii) options, currently held by the Apache Contributor, to acquire equity interests in certain third-party pipelines that are expected to be placed into service in 2019 and 2020, which include (A) an option to acquire up to a 15% equity interest (as well as pursuant to a supplemental option, an additional 1% equity interest) in the Gulf Coast Express pipeline, (B) an option to acquire up to a 15% equity interest in the EPIC Crude pipeline, (C) an option to acquire a 50% equity interest in the Salt Creek NGL pipeline, and (D) an option to acquire up to a 33% equity interest in the Shin Oak pipeline (collectively, the “Options”), and (b) approve such acquisition and the other transactions contemplated by the Contribution Agreement (the “business combination” and such proposal, the “Business Combination Proposal”);

approve and adopt amendments to KAAC’s amended and restated certificate of incorporation (the “Charter”) to create a new class of capital stock designated as Class C Common Stock, par value $0.0001 per share (the “Class C Common Stock” and such proposal, the “Class C Charter Proposal”);

approve and adopt an amendment to the Charter to increase the number of authorized shares of KAAC’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), from 200,000,000 shares to 1,500,000,000 shares (the “Authorized Class A Share Charter Proposal”);

approve and adopt an amendment to the Charter to increase the number of authorized shares of KAAC’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), from 1,000,000 shares to 50,000,000 shares (the “Authorized Preferred Share Charter Proposal”);

approve and adopt amendments to the Charter to declassify our board of directors upon the closing of the business combination (the “Board Declassification Proposal”);

approve and adopt amendments to the Charter eliminating provisions in the Charter relating to our initial business combination that will no longer be applicable to us following the closing of the business combination (the “Additional Charter Proposal” and, together with the Class C Charter Proposal, the Authorized Class A Share Charter Proposal, the Authorized Preferred Share Charter Proposal and the Board Declassification Proposal, the “Charter Proposals”);

approve, for purposes of complying with applicable listing rules of The NASDAQ Capital Market (“NASDAQ”): (a) the issuance of up to 7,313,028 shares of Class A Common Stock and 250,000,000 shares of Class C Common Stock to the Apache Contributor in connection with the business combination; (b) the future issuance of up to 250,000,000 shares of Class A Common Stock to the Apache Contributor in connection with any redemption or exchange of its common units representing limited partner interests in Altus Midstream in accordance with Altus Midstream’s amended and

elect one director to serve as a Class I director on our board of directors for a term of three years expiring at the annual meeting of stockholders to be held in 2021 or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal assuming the Board Declassification Proposal is not approved and our board of directors remains classified. Assuming the Board Declassification Proposal is approved and our board of directors is declassified, such nominee, if elected, will serve on our board of directors for a term expiring at the 2019 annual meeting of stockholders or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal (the “Director Election Proposal”); and

approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the NASDAQ Proposal or the Director Election Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals and the NASDAQ Proposal, the “Transaction Proposals” and, together with the Director Election Proposal, the “Proposals”).

The Business Combination Proposal—To consider and vote upon a proposal to (a) approve and adopt the Contribution Agreement, dated as of August 8, 2018 (as the same may be amended, the “Contribution Agreement”), by and among KAAC, Altus Midstream LP, a Delaware limited partnership and our wholly owned subsidiary (“Altus Midstream”), Apache Midstream LLC, a Delaware limited liability company (the “Apache Contributor”), Alpine High Gathering LP, a Delaware limited partnership (“Alpine High Gathering”), Alpine High Pipeline LP, a Delaware limited partnership (“Alpine High Pipeline”), Alpine High Processing LP, a Delaware limited partnership (“Alpine High Processing”), Alpine High NGL Pipeline LP, a Delaware limited partnership (“Alpine High NGL”), and Alpine High Subsidiary GP LLC, a Delaware limited liability company (“Alpine High GP” and, together with Alpine High Gathering, Alpine High Pipeline, Alpine High Processing and Alpine High NGL, the “Alpine High Entities”), pursuant to which Altus Midstream and/or its subsidiaries will acquire from the Apache Contributor (i) 100% of the equity interests in each of the Alpine High Entities and (ii) options, currently held by the Apache Contributor, to acquire equity interests in certain third-party pipelines that are expected to be placed into service in 2019 and 2020, which include (A) an option to acquire up to a 15% equity interest (as well as pursuant to a supplemental option, an additional 1% equity interest) in the Gulf Coast Express pipeline, (B) an option to acquire up to a 15% equity interest in the EPIC Crude pipeline, (C) an option to acquire a 50% equity interest in the Salt Creek NGL pipeline, and (D) an option to acquire up to a 33% equity interest in the Shin Oak pipeline, and (b) approve such acquisition and the other transactions contemplated by the Contribution Agreement (the “business combination” and such proposal, the “Business Combination Proposal”). A copy of the Contribution Agreement is attached to the accompanying proxy statement as Annex A.

The Class C Charter Proposal—To consider and act upon a proposal to approve and adopt amendments to KAAC’s amended and restated certificate of incorporation (the “Charter”) to create a new class of capital stock designated as Class C Common Stock, par value $0.0001 per share (the “Class C Common Stock” and such proposal, the “Class C Charter Proposal”). A copy of our second amended and restated certificate of incorporation (the “Second A&R Charter”) reflecting the proposed amendments pursuant to the Class C Charter Proposal is attached to the accompanying proxy statement as Annex B.

The Authorized Class A Share Charter Proposal—To consider and act upon a proposal to approve and adopt an amendment to the Charter to increase the number of authorized shares of KAAC’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), from 200,000,000 shares to 1,500,000,000 shares (the “Authorized Class A Share Charter Proposal”). A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Authorized Class A Share Charter Proposal is attached to the accompanying proxy statement as Annex B.

The Authorized Preferred Share Charter Proposal—To consider and act upon a proposal to approve and adopt an amendment to the Charter to increase the number of authorized shares of KAAC’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), from 1,000,000 shares to 50,000,000 shares (the “Authorized Preferred Share Charter Proposal”). A copy of the Second A&R Charter reflecting the

The Board Declassification Proposal—To consider and act upon a proposal to approve and adopt amendments to the Charter to declassify our board of directors upon the closing of the business combination (the “Board Declassification Proposal”). A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Board Declassification Proposal is attached to the accompanying proxy statement as Annex B.

The Additional Charter Proposal—To consider and act upon a proposal to approve and adopt amendments to the Charter eliminating provisions in the Charter relating to our initial business combination that will no longer be applicable to us following the closing of the business combination (the “Additional Charter Proposal” and, together with the Class C Charter Proposal, the Authorized Class A Share Charter Proposal, the Authorized Preferred Share Charter Proposal and the Board Declassification Proposal, the “Charter Proposals”). A copy of the Second A&R Charter reflecting the proposed amendments pursuant to the Additional Charter Proposal is attached to the accompanying proxy statement as Annex B.

The NASDAQ Proposal—To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The NASDAQ Capital Market (“NASDAQ”): (a) the issuance of up to 7,313,028 shares of Class A Common Stock and 250,000,000 shares of Class C Common Stock to the Apache Contributor in connection with the business combination; (b) the future issuance of up to 250,000,000 shares of Class A Common Stock to the Apache Contributor in connection with any redemption or exchange of its common units representing limited partner interests in Altus Midstream in accordance with Altus Midstream’s amended and restated agreement of limited partnership; (c) the issuance of 3,182,140 warrants to the Apache Contributor in connection with the business combination and the future issuance of up to 3,182,140 shares of Class A Common Stock upon the exercise of such warrants; (d) the future issuance of up to 37,500,000 shares of Class A Common Stock to the Apache Contributor as earn-out consideration in connection with the business combination; and (e) the issuance and sale of 57,234,023 shares of Class A Common Stock to certain qualified institutional buyers and accredited investors (including certain funds and client accounts advised by Kayne Anderson Capital Advisors, L.P. (“Kayne Anderson”) and directors, management and employees of KAAC, Kayne Anderson and Apache Corporation) in a private placement (the “Private Placement”) (the “NASDAQ Proposal”).

The Director Election Proposal—To consider and vote upon a proposal to elect one director to serve as a Class I director on our board of directors for a term of three years expiring at the annual meeting of stockholders to be held in 2021 or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal assuming the Board Declassification Proposal is not approved and our board of directors remains classified. Assuming the Board Declassification Proposal is approved and our board of directors is declassified, such nominee, if elected, will serve on our board of directors for a term expiring at the 2019 annual meeting of stockholders or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal (the “Director Election Proposal”).

The Adjournment Proposal—To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposals, the NASDAQ Proposal or the Director Election Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals, and the NASDAQ Proposal, the “Transaction Proposals” and, together with the Director Election Proposal, the “Proposals”).

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR KAAC STOCKHOLDERS

SUMMARY OF THE PROXY STATEMENT

SELECTED HISTORICAL FINANCIAL INFORMATION OF KAAC

SELECTED HISTORICAL FINANCIAL INFORMATION OF ALPINE HIGH MIDSTREAM

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

RISK FACTORS

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

CAPITALIZATION

SPECIAL MEETING IN LIEU OF 2018 ANNUAL MEETING OF KAAC STOCKHOLDERS

PROPOSAL NO. 1—THE BUSINESS COMBINATION PROPOSAL

PROPOSAL NO. 2—THE CLASS C CHARTER PROPOSAL

PROPOSAL NO. 3—THE AUTHORIZED CLASS A SHARE CHARTER PROPOSAL

PROPOSAL NO. 4—THE AUTHORIZED PREFERRED SHARE CHARTER PROPOSAL

PROPOSAL NO. 5—THE BOARD DECLASSIFICATION PROPOSAL

PROPOSAL NO. 6—THE ADDITIONAL CHARTER PROPOSAL

PROPOSAL NO. 7—THE NASDAQ PROPOSAL

PROPOSAL NO. 8—THE DIRECTOR ELECTION PROPOSAL

PROPOSAL NO. 9—THE ADJOURNMENT PROPOSAL OVERVIEW

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF KAAC

BUSINESS OF KAAC

OFFICERS AND DIRECTORS OF KAAC PRIOR TO CLOSING OF THE BUSINESS COMBINATION

EXECUTIVE COMPENSATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ALPINE HIGH MIDSTREAM

BUSINESS OF ALPINE HIGH MIDSTREAM

OFFICERS AND DIRECTORS OF KAAC FOLLOWING CLOSING OF THE BUSINESS COMBINATION

BENEFICIAL OWNERSHIP OF SECURITIES

HOUSEHOLDING INFORMATION

SUBMISSION OF STOCKHOLDER PROPOSALS

FUTURE STOCKHOLDER PROPOSALS

WHERE YOU CAN FIND ADDITIONAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

ANNEX A: CONTRIBUTION AGREEMENT

ANNEX B: FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF KAAC

ANNEX C: FORM OF STOCKHOLDERS AGREEMENT

ANNEX D: FORM OF WARRANT AGREEMENT

ANNEX E: FORM OF SUBSCRIPTION AGREEMENT

ANNEX F: FORM OF ALTUS MIDSTREAM LPA

“Additional Option” are to an option to acquire equity in either (i) the Permian Highway Pipeline Project or (ii) the next similar pipeline project if the Permian Highway Pipeline Project is not placed into service;

“Alpine High Entities” are to Alpine High Gathering, Alpine High Pipeline, Alpine High Processing, Alpine High NGL, and Alpine High GP, collectively;

“Alpine High Gathering” are to Alpine High Gathering LP, a Delaware limited partnership;

“Alpine High GP” are to Alpine High Subsidiary GP LLC, a Delaware limited liability company;

“Alpine High Midstream” are to Alpine High Gathering, Alpine High Pipeline, Alpine High Processing and Alpine High NGL, collectively;

“Alpine High NGL” are to Alpine High NGL Pipeline LP, a Delaware limited partnership;

“Alpine High Pipeline” are to Alpine High Pipeline LP, a Delaware limited partnership;

“Alpine High Processing” are to Alpine High Processing LP, a Delaware limited partnership;

“Alpine High resource play” are to Apache’s Alpine High acreage in the Southern Delaware Basin within the Permian Basin of West Texas;

“Altus Midstream” are to Altus Midstream LP, a Delaware limited partnership;

“Altus Midstream GP” are to Altus Midstream GP LLC, a Delaware limited liability company and the sole general partner of Altus Midstream;

“Apache” are to Apache Corporation, a Delaware corporation and parent company of the Apache Contributor;

“Apache Contributor” are to Apache Midstream LLC, a Delaware limited liability company;

“business combination” are to the transactions contemplated by the Contribution Agreement;

“Class A Common Stock” are to our Class A Common Stock, par value $0.0001 per share;

“Class B Common Stock” are to our Class B Common Stock, par value $0.0001 per share;

“Class C Common Stock” are to our Class C Common Stock, par value $0.0001 per share;

“Contribution Agreement” are to the Contribution Agreement, dated as of August 8, 2018, among KAAC, Altus Midstream, the Apache Contributor and the Alpine High Entities;

“Contribution Warrants” are to the 3,182,140 warrants that will be issued by KAAC, contributed to Altus Midstream, and distributed to the Apache Contributor at the closing of the business combination;

“Common Units” are to common units representing limited partner interests in Altus Midstream;

“EPIC Option” are to an option, exercisable until February 1, 2019, to acquire up to a 15% equity interest in the EPIC Crude pipeline;

“founder shares” are to shares of our Class B Common Stock initially purchased by our Sponsor in a private placement prior to our IPO;

“GCX Option” are to an option, exercisable until December 31, 2018, to acquire up to a 15% equity interest in the Gulf Coast Express pipeline;

“initial stockholders” are to holders of our founder shares prior to the IPO, including our Sponsor and our independent directors;

“IPO” are to our initial public offering of units, which closed on April 4, 2017;

“KAAC,” “we,” “our” or “us” are to Kayne Anderson Acquisition Corp.;

“Kayne Anderson” are to Kayne Anderson Capital Advisors, L.P. and its affiliates, including our Sponsor, collectively;

“management” or our “management team” are to our offıcers and directors;

“Options” are to (a) the GCX Option, (b) the EPIC Option, (c) the Salt Creek Option, (d) the Shin Oak Option, and (e) the Supplemental GCX Option, which Altus Midstream and/or its subsidiaries will acquire from the Apache Contributor pursuant to the Contribution Agreement;

“Permian Highway Pipeline Project” are to a long-haul natural gas pipeline from the Permian Basin in Texas to the Texas Gulf Coast which recently announced it reached a “final investment decision” and is being developed by affiliates of Kinder Morgan, Inc.;

“PIPE Investors” are to the qualified institutional buyers and accredited investors, including certain funds and client accounts advised by Kayne Anderson and the directors, management and employees of KAAC, Kayne Anderson and Apache, that have agreed to purchase shares of Class A Common Stock in the Private Placement;

“Private Placement” are to the issuance and sale of up to 57,234,023 shares of Class A Common Stock to the PIPE Investors in a private placement that will close concurrently with the closing of the business combination;

“private placement warrants” are to the warrants issued to the Sponsor in a private placement simultaneously with the closing of our IPO;

“public shares” are to shares of our Class A Common Stock sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

“public stockholders” are to the holders of our public shares;

“public warrants” are to the warrants sold as part of the units in the IPO;

“Salt Creek Option” are to an option, exercisable until January 31, 2020, to acquire a 50% equity interest in the Salt Creek NGL pipeline;

“Shin Oak Option” are to an option, exercisable until the 60th day following the in-service date of the Shin Oak pipeline, which is expected to be in the second quarter of 2019, to acquire up to a 33% equity interest in the Shin Oak pipeline;

“Sponsor” are to Kayne Anderson Sponsor, LLC, a Delaware limited liability company and an affiliate of Kayne Anderson;

“Supplemental GCX Option” are to an option, exercisable until September 6, 2019, to acquire up to an additional 1% equity interest in the Gulf Coast Express pipeline;

“Transactions” are to (a) the business combination, (b) the completion of the Private Placement, (c) the conversion of the founder shares into shares of Class A Common Stock on a one-for-one basis in connection with the business combination and (d) the redemption, if any, by KAAC of public shares held by any public stockholders in connection with the business combination;

“units” are to our units sold in the IPO, each of which consists of one share of Class A Common Stock and one-third of one public warrant;

“voting common stock” are to our Class A Common Stock and Class B Common Stock prior to the consummation of the Transactions, and to our Class A Common Stock and Class C Common Stock following the consummation of the Transactions; and

“warrants” are to our warrants that will be outstanding upon the closing of the business combination, including the public warrants, private placement warrants and Contribution Warrants.

Kayne Anderson Acquisition Corp., a Delaware corporation (“KAAC,” “we,” “our” or “us”), is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”).

There are currently 47,165,140 shares of KAAC’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), and Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), issued and outstanding, consisting of (a) 37,732,112 shares of Class A Common Stock originally sold as part of the units issued in KAAC’s initial public offering (the “IPO” and such shares, the “public shares”), consummated on April 4, 2017, and (b) 9,433,028 shares of Class B Common Stock that were originally issued to Kayne Anderson Sponsor, LLC (the “Sponsor”) prior to the IPO (the “founder shares”). In addition, there are currently 18,941,651 warrants of KAAC outstanding, consisting of (i) 12,577,370 warrants originally sold as part of the units in the IPO (the “public warrants”) and (ii) 6,364,281 warrants sold to our Sponsor in a private placement (the “private placement warrants” and, together with the public warrants, the “warrants”). Each whole warrant entitles the holder to purchase one whole share of Class A Common Stock for $11.50 per share. The warrants will become exercisable 30 days after the completion of an initial business combination. Additionally, the warrants will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation. Once the warrants become exercisable, KAAC may redeem the outstanding warrants in whole and not in part, at a price of $0.01 per warrant, if the last sale price of our Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third trading day before KAAC sends the notice of redemption to the warrant holders. The private placement warrants and the warrants to be issued to the Apache Contributor, however, are non-redeemable so long as they are held by our Sponsor, the Apache Contributor or their permitted transferees. For more information about KAAC, see the sections entitled “Business of KAAC” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of KAAC.”

The Alpine High Entities were formed by Apache between May 2016 and January 2017 for the purpose of acquiring, developing, and operating midstream oil and gas assets in the Alpine High resource play. Alpine High Midstream primarily focuses on providing natural gas gathering, compression, processing, and transportation to producers of natural gas, NGLs, crude oil, and condensate in the Permian Basin. Alpine High Midstream owns, develops, and operates a midstream energy asset network in the Southern Delaware Basin of West Texas, anchored by midstream service contracts to service Apache’s production in the Alpine High resource play. For more information about Alpine High Midstream, see the sections entitled “Business of Alpine High Midstream” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alpine High Midstream.”

On August 8, 2018, we entered into that certain Contribution Agreement (as the same may be amended, the “Contribution Agreement”) with Altus Midstream LP, a Delaware limited partnership and our wholly owned subsidiary (“Altus Midstream”), the Apache Contributor and the Alpine High Entities, pursuant to which Altus Midstream and/or its subsidiaries will acquire from the Apache Contributor 100% of the equity interests in each of the Alpine High Entities and options, currently held by the Apache Contributor, to acquire equity interests in certain third-party pipelines that are expected to be placed into service in 2019 and 2020, which include (A) an option to acquire up to a 15% equity interest (as well as pursuant to a supplemental option, an additional 1% equity interest) in the Gulf

Coast Express pipeline, (B) an option to acquire up to a 15% equity interest in the EPIC Crude pipeline, (C) an option to acquire a 50% equity interest in the Salt Creek NGL pipeline, and (D) an option to acquire up to a 33% equity interest in the Shin Oak pipeline (collectively, the “Options”), subject to the terms and conditions set forth therein (such acquisition, together with the other transactions contemplated by the Contribution Agreement, the “business combination”). In addition, pursuant to the Purchase Rights and Restrictive Covenant Agreement to be entered into between KAAC and Apache Corporation (“Apache”) at the closing of the business combination (the “Purchase Rights and Restrictive Covenant Agreement”), Apache will, among other things, assign to us an option to acquire equity in either (i) a long-haul natural gas pipeline from the Permian Basin in Texas to the Texas Gulf Coast which recently announced it reached a “final investment decision” and is being developed by affiliates of Kinder Morgan, Inc. (the “Permian Highway Pipeline Project”) or (ii) the next similar pipeline project if the Permian Highway Pipeline Project is not placed into service (the “Additional Option”).

equity consideration, consisting of: (a) 250,000,000 common units representing limited partner interests in Altus Midstream (“Common Units”), (b) 1,862,606 newly-issued shares of Class A Common Stock and (c) a number of newly-issued shares of Class A Common Stock equal to the product of (i) the number of public shares of Class A Common Stock redeemed for cash at the closing of the business combination minus 2,000,000 and (ii) 26.6% (provided that such number of shares of Class A Common Stock will not be less than 0 or greater than 5,450,422) (the number of shares referred to in this clause (c), the “Assigned Shares”), with such amounts of Class A Common Stock set forth in clauses (b) and (c) corresponding to certain forfeitures of founder shares by our Sponsor as described below;

because the closing of the business combination is expected to occur after September 30, 2018, cash consideration in an amount equal to the capital expenditures incurred by or on behalf of the Alpine High Entities from and including October 1, 2018 through and including the closing date of the business combination (the “Closing Date”);

3,182,140 Contribution Warrants exercisable for shares of Class A Common Stock, with such amount of warrants corresponding to certain forfeitures of private placement warrants by our Sponsor as described below; and

the right to receive earn-out consideration of up to 37,500,000 shares of Class A Common Stock as follows:

We will issue an aggregate of 250,000,000 shares of our Class C Common Stock, par value $0.0001 per share (the “Class C Common Stock”), to the Apache Contributor. We are establishing the Class C Common Stock to provide the Apache Contributor with a voting interest in KAAC (attributable only to those shares of Class C Common Stock and not to any shares of Class A Common Stock received by the Apache Contributor at the closing of the business combination) equal to the economic interest that the Apache Contributor will have in Altus Midstream as a result of the issuance of Common Units to

the Apache Contributor at the closing of the business combination. Holders of Class C Common Stock, together with holders of Class A Common Stock voting as a single class, will have the right to vote on all matters properly submitted to a vote of the stockholders, but holders of Class C Common Stock will not be entitled to any dividends or liquidating distributions from KAAC. At any time following 180 days after the Closing Date, the Apache Contributor will have the right to cause Altus Midstream to redeem all or a portion of the Apache Contributor’s Common Units in exchange for shares of our Class A Common Stock or, at Altus Midstream’s option, an equivalent amount of cash; provided that we may, at our option, effect a direct exchange of cash or Class A Common Stock for such Common Units in lieu of such a redemption by Altus Midstream. Upon the future redemption or exchange of Common Units held by the Apache Contributor, a corresponding number of shares of Class C Common Stock held by the Apache Contributor will be cancelled. For more information about the Class C Common Stock, see the section entitled “Proposal No. 2—The Class C Charter Proposal—Description of Class C Common Stock.”

In connection with the execution of the Contribution Agreement, Apache entered into the following agreements with certain of the Alpine High Entities:

Gas Gathering Agreement. Apache and Alpine High Gathering have entered into a Gas Gathering Agreement (the “Gas Gathering Agreement”) with an effective date of July 1, 2018, which amended and restated a prior gas gathering agreement between Apache and Alpine High Gathering. Pursuant to the Gas Gathering Agreement, among other things, Apache dedicated to Alpine High Gathering all gas produced and saved from certain dedicated acreage, as described in the Gas Gathering Agreement. In return, Alpine High Gathering will receive, gather, and redeliver all of the dedicated natural gas at the low pressure receipt points on a first priority basis and receive, gather, and redeliver all of the dedicated gas and condensate at the high pressure receipt points on a first priority basis. The Gas Gathering Agreement is effective for a primary term beginning on the July 1, 2018 and ending March 31, 2032. The primary term will automatically extend for two five-year periods unless Apache gives Alpine High Gathering at least nine months’ prior written notice. After the primary term, the Gas Gathering Agreement will continue in effect from year to year until such time as the agreement is terminated by either Apache or Alpine High Gathering upon at least six months’ prior written notice. For more information about the Gas Gathering Agreement, see the section entitled “Business of Alpine High Midstream—Alpine High Midstream’s Relationship with Apache—Alpine High Midstream’s Midstream Service Contracts with Apache—Gas Gathering Agreement.”

Gas Processing Agreement. Apache and Alpine High Processing have entered into a Gas Processing Agreement (the “Gas Processing Agreement”) with an effective date of July 1, 2018, which amended and restated a prior gas processing agreement between Apache and Alpine High Processing. Pursuant to the Gas Processing Agreement, among other things, Apache dedicated to Alpine High Processing for processing all gas produced from certain dedicated acreage, as described in the Gas Processing Agreement. In return, Alpine High Processing agreed, on a firm basis, to (i) receive Apache’s gas, (ii) receive Apache’s condensate, (iii) dehydrate, compress, and/or treat all of Apache’s non-processable gas at central conditioning facilities and purchase or redeliver such residue gas to Apache, (iv) dehydrate, compress, treat, and/or remove plant products from Apache’s processable gas via cryogenic processing facilities or mechanical refrigeration units, (v) purchase or redeliver to Apache all residue gas and plant products for volumes attributable to Apache’s processable gas, (vi) construct and place into operation at least three cryogenic processing facilities and deliver and process a minimum volume of gas at such facilities, and (vii) expand its facilities pursuant to requirements in the Gas Processing Agreement. The Gas Processing Agreement is effective for a primary term beginning on July 1, 2018 and ending March 31, 2032. The primary term will automatically extend for two five-year periods unless Apache gives Alpine High Processing at least nine months’ prior written notice. After the primary term, the Gas Processing Agreement will continue in effect from year to year until such

time as the agreement is terminated by either Apache or Alpine High Processing upon at least six months’ prior written notice. For more information about the Gas Processing Agreement, see the section entitled “Business of Alpine High Midstream—Alpine High Midstream’s Relationship with Apache—Alpine High Midstream’s Midstream Service Contracts with Apache—Gas Processing Agreement.”

NGL Transportation Services Agreement. Apache and Alpine High NGL have entered into an NGL Transportation Services Agreement (the “NGL TSA”) with an effective date of July 1, 2018, which amended and restated a prior NGL transportation services agreement between Apache and Alpine High NGL. Pursuant to the NGL TSA, among other things, Apache dedicated to Alpine High NGL all NGLs produced and saved from certain dedicated acreage, as described in the NGL TSA. In return, Alpine High NGL will receive, transport, and redeliver all of the dedicated NGLs at various destination points, as nominated by Apache, served by Alpine High NGL’s pipeline system on a priority shipper basis. The NGL TSA is effective for a primary term beginning on July 1, 2018 and ending March 31, 2032. The primary term will automatically extend for two five-year periods unless Apache gives Alpine High NGL at least 12 months’ prior written notice. After the primary term, the NGL TSA will continue in effect from year to year until such time as the agreement is terminated by either Apache or Alpine High NGL upon at least eight months’ prior written notice. For more information about the NGL TSA, see the section entitled “Business of Alpine High Midstream—Alpine High Midstream’s Relationship with Apache—Alpine High Midstream’s Midstream Service Contracts with Apache—NGL Transportation Services Agreement.”

Residue Gas Transportation Services Agreements. Apache and Alpine High Pipeline have entered into residue gas Transportation Service Agreements and associated confirmations for intrastate and Section 311 service under the Natural Gas Policy Act of 1978 (“NGPA”), effective April 1, 2017, which incorporate by reference Alpine High Pipeline’s Statement of Operating Conditions (the Transportation Services Agreements, associated confirmations, and Statement of Operating Conditions (SOC), collectively and as amended, the “Residue Gas TSA”). Pursuant to the firm intrastate Residue Gas TSA, among other things, Apache dedicated to Alpine High Pipeline for transportation all gas produced from certain dedicated acreage located in the Alpine High resource play, as described in the Residue Gas TSA. In return, Alpine High Pipeline will provide to Apache both firm and fully interruptible intrastate transportation services and fully interruptible transportation services under Section 311 of the NGPA. The Residue Gas TSA is effective for a primary term beginning on April 1, 2017 and ending March 31, 2032. The primary term will automatically extend for two five-year periods unless Apache gives Alpine High Pipeline at least 12 months’ prior written notice. After the second extension period, the Residue Gas TSA will continue in effect from year to year until such time as the agreement is terminated by either Apache or Alpine High Pipeline upon at least six months’ prior written notice. For more information regarding the Residue Gas TSA, see the section entitled “Business of Alpine High Midstream—Alpine High Midstream’s Relationship with Apache—Alpine High Midstream’s Midstream Service Contracts with Apache—Residue Gas Transportation Services Agreements.”

In connection with the closing of the business combination, our Sponsor will forfeit to us: (a) 1,862,606 founder shares; (b) a number of founder shares equal to the number of Assigned Shares; and (c) 3,182,140 private placement warrants. In connection with our Sponsor’s forfeiture of founder shares and private placement warrants, we will issue to the Apache Contributor a corresponding number of shares of Class A Common Stock and warrants, respectively, as described above.

In connection with the closing of the business combination, we will also enter into, among others, the following agreements with the Apache Contributor and certain of its affiliates and Kayne Anderson:

Stockholders Agreement. At the closing of the business combination, we will enter into a Stockholders Agreement with the Apache Contributor and our Sponsor (the “Stockholders

Agreement”) to set forth certain corporate governance rights of the Apache Contributor and our Sponsor. Under the Stockholders Agreement, our Sponsor will be entitled to nominate two directors to the board of directors of KAAC until the earlier of the time that our Sponsor and its affiliates own less than 1% of the outstanding voting common stock of KAAC or the second anniversary of the date of the Stockholders Agreement. Additionally, the Apache Contributor will be entitled to nominate a certain number of directors to our board of directors based on its and its affiliates ownership of our outstanding voting common stock as follows:

Ownership Threshold

50% or more

40% or more but less than 50%

30% or more but less than 40%

20% or more but less than 30%

10% or more but less than 20%

5% or more but less than 10%

1% or more but less than 5%

Construction, Operations and Maintenance Agreement. We will enter into a construction, operations and maintenance agreement with Apache (the “COMA”), pursuant to which Apache will provide certain services related to the design, development, construction, operation, management and maintenance of certain gathering, processing and other midstream assets on behalf of KAAC. For more information about the COMA, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Construction, Operations and Maintenance Agreement.”

Purchase Rights and Restrictive Covenant Agreement. We will enter into the Purchase Rights and Restrictive Covenants Agreement with Apache. Under the Purchase Rights and Restrictive Covenants Agreement, until the later of the five-year anniversary of the closing of the business combination and the date on which Apache and its affiliates cease to own a majority of our voting common stock, Apache is obligated to provide us with (i) the first right to pursue any opportunity of Apache to acquire or invest in any midstream assets or participate in any midstream opportunities located, in whole or part, within an area covering approximately 1.7 million acres in Reeves, Pecos, Brewster, Culberson and Jeff Davis Counties in Texas, and (ii) a right of first offer on certain retained midstream assets of Apache located in the Alpine High resource play. Apache will also assign to us the Additional Option. For more information about the Purchase Rights and Restrictive Covenant Agreement, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Purchase Rights and Restrictive Covenant Agreement.”

Option Letter. On August 8, 2018, we entered into a letter agreement with Apache and the Apache Contributor with respect to the GCX Option, the Shin Oak Option, and the EPIC Option (the “Option Letter”). Pursuant to the Option Letter, the Apache Contributor is required to comply in all material respects with the terms and conditions of the agreements governing such Options and use commercially reasonable efforts to preserve the ability of KAAC or our designated subsidiaries to exercise such Options from and after closing of the business combination. The Option Letter also imposes certain obligations on Apache with respect to certain commercial agreements associated with such Options. If, as a result of a breach of the obligations of the Apache Contributor or Apache, as applicable, under the Option Letter, we are not able to exercise one or more of the GCX Option, the Shin Oak Option, or the EPIC Option, certain of the Common Units (together with a corresponding number of shares of Class C Common Stock) received by the Apache Contributor at the closing of the business combination will be subject to forfeiture. The maximum number of Common Units (and associated shares of Class C Common Stock) subject to forfeiture pursuant to the Option Letter is 40,000,000. For more information about the Option Letter, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements—Option Letter.”

Other Agreements. For more information about other agreements to be entered into by KAAC and its affiliates at the closing of the business combination, see the section entitled “Proposal No. 1—The Business Combination Proposal—Related Agreements.”

Unless waived by the parties to the Contribution Agreement, the closing of the business combination is subject to a number of conditions set forth in the Contribution Agreement, including, among others, receipt of the requisite KAAC stockholder approval of the Contribution Agreement and the business combination as contemplated by this proxy statement. For more information about the closing conditions to the business combination, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Contribution Agreement—Conditions to Closing of the Business Combination.”

The Contribution Agreement may be terminated at any time prior to the closing of the business combination upon agreement of the parties thereto, or by KAAC or the Apache Contributor, acting alone, in specified circumstances. For more information about the termination rights under the Contribution Agreement, see the section entitled “Proposal No. 1—The Business Combination Proposal—Termination.”

The proposed Transactions involve numerous risks. For more information about these risks, please read “Risk Factors.”

Under our amended and restated certificate of incorporation (the “Charter”), in connection with the business combination, holders of our public shares may elect to have their public shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Charter. As of June 30, 2018, this would have amounted to approximately $10.09 per share (based on the fair value of marketable securities held in the Trust Account as of June 30, 2018 of approximately $380.7 million). If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash, will no longer own shares of KAAC following the business combination and will not have the right to participate in or have any interest in any future growth of KAAC following the business combination. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its public shares (either physically or electronically) to our transfer agent at least two business days prior to the special meeting. See the section entitled “Special Meeting in Lieu of 2018 Annual Meeting of KAAC Stockholders—Redemption Rights.”

In connection with the business combination, we have obtained commitments for the purchase of 57,234,023 newly issued shares of Class A Common Stock by certain qualified institutional buyers and accredited investors, including certain funds and client accounts advised by Kayne Anderson and directors, management and employees of KAAC, Kayne Anderson and Apache (collectively, the “PIPE Investors”) in a private placement (the “Private Placement”). We expect to receive approximately

$568.5 million in net proceeds from the Private Placement, which will be used to fund our future capital expenditures following the business combination.

Our Charter includes a conversion adjustment, which provides that the founder shares will automatically convert at the time of the closing of the business combination into a number of shares of Class A Common Stock such that the holders of the founder shares will continue to own, in the aggregate, 20% of our issued and outstanding shares of common stock after giving effect to any issuances of equity securities in connection with the business combination. However, this conversion adjustment has been waived, and the holders of our founder shares will instead receive upon conversion one share of Class A Common Stock for each founder share converted as of the closing of the business combination. As discussed above, in connection with the closing of the business combination, our Sponsor will forfeit to us 1,862,606 founder shares and a number of founder shares equal to the number of Assigned Shares, and these forfeited founder shares will not be converted into shares of Class A Common Stock.

It is anticipated that, upon completion of the Transactions, our ownership will be as follows:

Holder

KAAC IPO Shares (Public Stockholders)

PIPE Investors(1)

Holders of founder shares(2)

Apache Contributor(3)

Includes certain funds and client accounts advised by Kayne Anderson and directors, management and employees of KAAC, Kayne Anderson and Apache.

Includes our Sponsor and independent directors.

The Apache Contributor will also have an economic interest in Altus Midstream that is equal to the Apache Contributor’s voting interest in KAAC attributable to its shares of Class C Common Stock.

Holder

KAAC IPO Shares (Public Stockholders)

PIPE Investors(1)

Holders of founder shares(2)

Apache Contributor(3)

Includes certain funds and client accounts advised by Kayne Anderson and directors, management and employees of KAAC, Kayne Anderson and Apache.

Includes our Sponsor and independent directors.

The Apache Contributor will also have an economic interest in Altus Midstream that is equal to the Apache Contributor’s voting interest in KAAC attributable to its shares of Class C Common Stock.

Holder

KAAC IPO Shares (Public Stockholders)

PIPE Investors(1)

Holders of founder shares(2)

Apache Contributor(3)

Includes certain funds and client accounts advised by Kayne Anderson and directors, management and employees of KAAC, Kayne Anderson and Apache.

Includes our Sponsor and independent directors.

The Apache Contributor will also have an economic interest in Altus Midstream that is equal to the Apache Contributor’s voting interest in KAAC attributable to its shares of Class C Common Stock.

Our board of directors considered various factors in determining whether to approve the Contribution Agreement and the business combination. For more information about our decision-making process, see the section entitled “Proposal No. 1—The Business Combination Proposal—KAAC’s Board of Directors’ Reasons for the Approval of the Business Combination.”

In addition to voting on the proposal to approve and adopt the Contribution Agreement and the business combination (the “Business Combination Proposal”) at the special meeting, KAAC’s stockholders will also be asked to vote on:

amendments to our Charter to create the Class C Common Stock (the “Class C Charter Proposal”);

an amendment to our Charter to increase the number of authorized shares of Class A Common Stock from 200,000,000 shares to 1,500,000,000 shares (the “Authorized Class A Share Charter Proposal”);

an amendment to our Charter to increase the number of authorized shares of KAAC’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), from 1,000,000 shares to 50,000,000 shares (the “Authorized Preferred Share Charter Proposal”);

amendments to our Charter to declassify our board of directors upon the closing of the business combination (the “Board Declassification Proposal”);

amendments to our Charter eliminating provisions in the Charter relating to an initial business combination that will no longer be applicable to us following the closing of the business combination (the “Additional Charter Proposal” and, together with the Class C Charter Proposal, the Authorized Class A Share Charter Proposal, the Authorized Preferred Share Charter Proposal and the Board Declassification Proposal, the “Charter Proposals”);

a proposal, for purposes of complying with applicable listing rules of The NASDAQ Capital Market (the “NASDAQ Proposal”), to approve:

the issuance of up to 7,313,028 shares of Class A Common Stock and 250,000,000 shares of Class C Common Stock to the Apache Contributor in connection with the business combination;

the future issuance of up to 250,000,000 shares of Class A Common Stock to the Apache Contributor in connection with any redemption or exchange of its Common Units in accordance with Altus Midstream’s amended and restated agreement of limited partnership;

the issuance of 3,182,140 Contribution Warrants to the Apache Contributor in connection with the business combination and the future issuance of up to 3,182,140 shares of Class A Common Stock upon the exercise of such Contribution Warrants;

the future issuance of up to 37,500,000 shares of Class A Common Stock to the Apache Contributor as earn-out consideration in connection with the business combination; and

the issuance and sale of 57,234,023 shares of Class A Common Stock in the Private Placement;

the election of one director to serve as a Class I director on our board of directors for a term of three years expiring at the annual meeting of stockholders to be held in 2021 or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal (assuming the Board Declassification Proposal is not approved and our board of directors remains classified) or for a term expiring at the 2019 annual meeting of stockholders or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal (assuming the Board Declassification Proposal is approved and our board of directors is declassified) (the “Director Election Proposal”); and

a proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the proposals presented at the special meeting (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposals, and the NASDAQ Proposal, the “ Transaction Proposals” and, together with the Director Election Proposal, the “Proposals”).

Why am I receiving this proxy statement?

KAAC stockholders are being asked to consider and vote upon, among other things, a proposal to (a) approve and adopt the Contribution Agreement, dated as of August 8, 2018 (as the same may be amended, the “Contribution Agreement”), by and among KAAC, Altus Midstream LP, a Delaware limited partnership and our wholly owned subsidiary (“Altus Midstream”), Apache Midstream LLC, a Delaware limited liability company (the “Apache Contributor”), Alpine High Gathering LP, a Delaware limited partnership (“Alpine High Gathering”), Alpine High Pipeline LP, a Delaware limited partnership (“Alpine High Pipeline”), Alpine High Processing LP, a Delaware limited partnership (“Alpine High Processing”), Alpine High NGL Pipeline LP, a Delaware limited partnership (“Alpine High NGL”), and Alpine High Subsidiary GP LLC, a Delaware limited liability company (“Alpine High GP” and, together with Alpine High Gathering, Alpine High Pipeline, Alpine High Processing and Alpine High NGL, the “Alpine High Entities”), pursuant to which Altus Midstream and/or its subsidiaries will acquire from the Apache Contributor (i) 100% of the equity interests in each of the Alpine High Entities and (ii) options, currently held by the Apache Contributor, to acquire equity interests in certain third-party pipelines that are expected to be placed into service in 2019 and 2020, which include (A) an option to acquire up to a 15% equity interest (as well as pursuant to a supplemental option, an additional 1% equity interest) in the Gulf Coast Express pipeline, (B) an option to acquire up to a 15% equity interest in the EPIC Crude pipeline, (C) an option to acquire a 50% equity interest in the Salt Creek NGL pipeline, and (D) an option to acquire up to a 33% equity interest in the Shin Oak pipeline (collectively, the “Options”) and (b) approve such acquisition and the other transactions contemplated by the Contribution Agreement (the “business combination” and such proposal, the “Business Combination Proposal”).

What is being voted on at the special meeting?

Below are the Proposals on which KAAC stockholders will vote at the special meeting.

The Business Combination Proposal—To approve and adopt the Contribution Agreement and approve the business combination.

The Class C Charter Proposal—To approve and adopt amendments to KAAC’s amended and restated certificate of incorporation (the “Charter”) to create a new class of capital stock designated as Class C Common Stock, par value $0.0001 per share (the “Class C Common Stock” and such proposal, the “Charter Proposal”). A copy of our second amended and restated certificate of incorporation (the “Second A&R Charter”) reflecting the proposed amendments pursuant to the Class C Charter Proposal is attached to this proxy statement as Annex B.

The Authorized Class A Share Charter Proposal—To approve and adopt an amendment to the Charter to increase the number of authorized shares of KAAC’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), from 200,000,000 shares to 1,500,000,000 shares (the “Authorized Class A Share Charter Proposal”). A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Authorized Class A Share Charter Proposal is attached to the accompanying proxy statement as Annex B.

The Authorized Preferred Share Charter Proposal—To approve and adopt an amendment to the Charter to increase the number of authorized shares of KAAC’s preferred stock, par value $0.0001 per share (the “Preferred Stock”), from 1,000,000 shares to 50,000,000 shares (the “Authorized Preferred Share Charter Proposal”). A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Authorized Preferred Share Charter Proposal is attached to the accompanying proxy statement as Annex B.

The Board Declassification Proposal—To approve and adopt amendments to the Charter to declassify our board of directors upon the closing of the business combination (the “Board Declassification Proposal”). A copy of the Second A&R Charter reflecting the proposed amendment pursuant to the Board Declassification Proposal is attached to the accompanying proxy statement as Annex B.

The Additional Charter Proposal—To approve and adopt amendments to the Charter eliminating provisions in the Charter relating to our initial business combination that will no longer be applicable to us following the closing of the business combination (the “Additional Charter Proposal” and, together with the Class C Charter Proposal, the Authorized Class A Share Charter Proposal, the Authorized Preferred Share Charter Proposal and the Board Declassification Proposal, the “Charter Proposals”). A copy of the Second A&R Charter reflecting the proposed amendments pursuant to the Additional Charter Proposal is attached to this proxy statement as Annex B.

The NASDAQ Proposal—To approve, for purposes of complying with applicable listing rules of The NASDAQ Capital Market (“NASDAQ”): (a) the issuance of up to 7,313,028 shares of Class A Common Stock and 250,000,000 shares of Class C Common Stock to the Apache Contributor in connection with the business combination; (b) the future issuance of up to 250,000,000 shares of Class A Common Stock to the Apache Contributor in connection with any redemption or exchange of its common units representing limited partner interests in Altus Midstream (“Common Units”) in accordance with Altus Midstream’s amended and restated agreement of limited partnership; (c) the issuance of 3,182,140 Contribution Warrants to the Apache Contributor in connection with the business combination and the future issuance of up to 3,182,140 shares of Class A Common Stock upon the exercise of such Contribution Warrants; (d) the future issuance of up to 37,500,000 shares of Class A Common Stock to the Apache Contributor as earn-out consideration in connection with the business combination; and (e) the issuance and sale of 57,234,023 shares of Class A Common Stock to certain qualified institutional buyers and accredited investors (including certain funds and client accounts advised by Kayne Anderson and directors, management and employees of KAAC, Kayne Anderson and Apache) in a private placement (the “Private Placement”) (the “NASDAQ Proposal”).

The Director Election Proposal—To elect one director to serve as a Class I director on our board of directors for a term of three years expiring at the annual meeting of stockholders to be held in 2021 or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal assuming the Board Declassification Proposal is not approved and our board of directors remains classified. Assuming the Board Declassification Proposal is approved and our board of directors is declassified, such nominee, if elected, will serve on our board of directors for a term expiring at the 2019 annual meeting of stockholders or until such director’s successor has been duly elected and qualified, or until such director’s earlier death, resignation, retirement or removal (the “Director Election Proposal”).

The Adjournment Proposal—To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that

Are the Proposals conditioned on one another?

The closing of the business combination is conditioned on the approval of the Business Combination Proposal, the Charter Proposals and the NASDAQ Proposal at the special meeting. Neither the Director Election Proposal nor the Adjournment Proposal is conditioned on the approval of any other proposal set forth in this proxy statement.

Why is KAAC providing stockholders with the opportunity to vote on the business combination?

Under our Charter, we must provide all holders of shares of Class A Common Stock and Class B Common Stock originally sold as part of the units issued in our initial public offering, which closed on April 4, 2017 (the “IPO” and such shares and holders, the “public shares” and “public stockholders,” respectively) with the opportunity to redeem their public shares upon the consummation of an initial business combination (as defined below) either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, we have elected to provide our stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, we are seeking to obtain the approval of our stockholders of the Business Combination Proposal in order to allow our public stockholders to effectuate redemptions of their public shares in connection with the closing of the business combination. The approval of our stockholders of the Business Combination Proposal is also a condition to closing in the Contribution Agreement.

What will happen in the business combination?

On August 8, 2018, KAAC, Altus Midstream, the Apache Contributor and the Alpine High Entities entered into the Contribution Agreement, pursuant to which, among other things, Altus Midstream and/or its subsidiaries will acquire from the Apache Contributor 100% of the equity interests in each of the Alpine High Entities and Options, subject to the terms and conditions set forth therein. Under the terms of the Contribution Agreement, in exchange for the equity interests in each of the Alpine High Entities and the Options, the Apache Contributor will receive the following consideration:

equity consideration, consisting of: (a) 250,000,000 Common Units, (b) 1,862,606 newly-issued shares of Class A Common Stock and (c) a number of newly-issued shares of Class A Common Stock equal to the product of (i) the number of public shares of Class A Common Stock redeemed for cash at the closing of the business combination minus 2,000,000 and (ii) 26.6% (provided that such number of shares of Class A Common Stock will not be less than 0 or greater than 5,450,422) (the number of shares referred to in this clause (c), the “Assigned Shares”), with such amounts of Class A Common Stock set forth in clauses (b) and (c) corresponding to certain forfeitures of founder shares by our Sponsor;

because the closing of the business combination is expected to occur after September 30, 2018, cash consideration in an amount equal to the capital expenditures incurred by or on behalf of the Alpine High Entities from and including October 1, 2018 through and including the closing date of the business combination (the “Closing Date”);

3,182,140 Contribution Warrants exercisable for shares of Class A Common Stock, with such amount of warrants corresponding to certain forfeitures of private placement warrants by our Sponsor; and

the right to receive earn-out consideration of up to 37,500,000 shares of Class A Common Stock as follows:

What is the relationship between KAAC, Kayne Anderson and the PIPE Investors?

Our Sponsor is an affiliate of Kayne Anderson and the holder of a substantial majority of our founder shares and all of the private placement warrants. KAAC was organized by our Sponsor with the intention to capitalize on the Kayne Anderson platform to identify, acquire and operate a business in the energy industry. The PIPE Investors consist of (i) funds and client accounts advised by Kayne Anderson, (ii) funds

What conditions must be satisfied to complete the business combination?

There are a number of closing conditions in the Contribution Agreement, including the approval by our stockholders of the Business Combination Proposal, the Charter Proposals and the NASDAQ Proposal. For a summary of the conditions that must be satisfied or waived prior to closing of the business combination, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Contribution Agreement—Conditions to Closing of the Business Combination.”

How will KAAC and Altus Midstream be managed and governed following the business combination?

We are, and after the closing of the business combination will continue to be, managed by our board of directors. In connection with the closing of the business combination, we will expand the size of our board of directors from five directors to 11, certain current members of our board of directors will resign and we will appoint eight new directors, including our current Chief Executive Officer, Robert S. Purgason, six non-independent directors selected by the Apache Contributor, and one independent director selected by the Apache Contributor. Kevin S. McCarthy, our current Chairman, and D. Mark Leland and Mark Borer, two of our current independent directors, will remain on our board of directors following closing of the business combination. Please see “Officers and Directors of KAAC Following Closing of the Business Combination” for the names, ages and positions of each of the individuals who will serve as directors and officers of KAAC following the business combination (other than the independent director who will be selected by the Apache Contributor prior to, and appointed in connection with, the closing of the business combination).

Will the Apache Contributor receive any cash consideration?

Because the closing of the business combination is expected to occur following September 30, 2018, we will pay to the Apache Contributor cash consideration in an amount equal to the capital expenditures incurred by or on behalf of the Alpine High Entities from and including October 1, 2018 through and including the Closing Date.

Will KAAC obtain new financing in connection with the business combination?

In connection with the business combination, we have obtained commitments for the purchase of 57,234,023 newly issued shares of Class A Common Stock by the PIPE Investors in the Private Placement.

What equity stake will current KAAC stockholders, the PIPE Investors, the holders of our founder shares and the Apache Contributor hold in KAAC following the consummation of the Transactions?

It is anticipated that, upon completion of the Transactions, our ownership will be as follows:

Holder

KAAC IPO Shares (Public Stockholders)

PIPE Investors(1)

Holders of founder shares(2)

Apache Contributor(3)

Includes certain funds and client accounts advised by Kayne Anderson and directors, management and employees of KAAC, Kayne Anderson and Apache.

Includes our Sponsor and independent directors.

The Apache Contributor will also have an economic interest in Altus Midstream that is equal to the Apache Contributor’s voting interest in KAAC attributable to its shares of Class C Common Stock.

Holder

KAAC IPO Shares (Public Stockholders)

PIPE Investors(1)

Holders of founder shares(2)

Apache Contributor(3)

Includes certain funds and client accounts advised by Kayne Anderson and directors, management and employees of KAAC, Kayne Anderson and Apache.

Includes our Sponsor and independent directors.

The Apache Contributor will also have an economic interest in Altus Midstream that is equal to the Apache Contributor’s voting interest in KAAC attributable to its shares of Class C Common Stock.

Holder

KAAC IPO Shares (Public Stockholders)

PIPE Investors(1)

Holders of founder shares(2)

Apache Contributor(3)

Includes certain funds and client accounts advised by Kayne Anderson and directors, management and employees of KAAC, Kayne Anderson and Apache.

Includes our Sponsor and independent directors.

The Apache Contributor will also have an economic interest in Altus Midstream that is equal to the Apache Contributor’s voting interest in KAAC attributable to its shares of Class C Common Stock.

Why is KAAC proposing the amendments to the Charter set forth in the Charter Proposals?

The proposed amendments to the Charter that KAAC is asking its stockholders to approve in connection with the business combination provide for, among other things, the creation of the Class C Common Stock that will be issued to the Apache Contributor at the closing of the business combination, as well as the elimination of certain provisions relating to an initial merger, capital stock exchange, asset acquisition, stock

Why is KAAC proposing the NASDAQ Proposal?

KAAC is proposing the NASDAQ Proposal in order to comply with NASDAQ listing rules, which require stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Transactions, we intend to issue (subject to customary terms and conditions, including the closing of the business combination): (a) up to 7,313,028 shares of Class A Common Stock and 250,000,000 shares of Class C Common Stock to the Apache Contributor; (b) up to 250,000,000 shares of Class A Common Stock to the Apache Contributor in connection with any redemption or exchange of its Common Units in accordance with the Altus Midstream LPA (as defined below); (c) up to 3,182,140 shares of Class A Common Stock to the Apache Contributor in connection with any exercise of the Contribution Warrants issued to the Apache Contributor in connection with the business combination; (d) up to 37,500,000 shares of Class A Common Stock to the Apache Contributor as earn-out consideration in connection with the business combination; and (e) 57,234,023 shares of Class A Common Stock in the Private Placement. Because KAAC will issue 20% or more of its outstanding voting power and outstanding common stock in connection with the Transactions, it is required to obtain stockholder approval of such issuances pursuant to NASDAQ listing rules. Stockholder approval of the NASDAQ Proposal is also a condition to closing in the Contribution Agreement. See the section entitled “Proposal No. 7—The NASDAQ Proposal” for additional information.

What happens if I sell my shares of Class A Common Stock before the special meeting?

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your shares of Class A Common Stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your shares of Class A Common Stock because you will no longer be able to deliver them for cancellation upon the closing of the business combination in accordance with the provisions described herein. If you transfer your shares of Class A Common Stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

What vote is required to approve the Proposals presented at the special meeting?

Approval of the Business Combination Proposal, the NASDAQ Proposal and the Adjournment Proposal requires the affirmative vote (in person or by proxy) of the holders of the majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting as a single class. Approval of the Charter Proposals requires the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote thereon at the special meeting, voting as a single class. The election of a director to our board of directors pursuant to the Director Election Proposal requires the affirmative vote (in person or by proxy) of the holders of a plurality of the outstanding shares of Class A Common Stock and Class B Common Stock entitled to vote and actually cast thereon at the special meeting, voting as a single class. Cumulative voting is not permitted in the election of directors.

May our Sponsor, directors, officers, advisors or their affiliates purchase shares in connection with the business combination?

In connection with the stockholder vote to approve the proposed business combination, our Sponsor, directors, officers, or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. None of our Sponsor, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of our shares, is no longer the beneficial owner thereof and, therefore, agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata portion of the Trust Account.

How many votes do I have at the special meeting?

KAAC’s stockholders are entitled to one vote at the special meeting for each share of Class A Common Stock or Class B Common Stock held of record as of October 17, 2018, the record date for the special meeting. As of the close of business on the record date, there were a combined 47,165,140 outstanding shares of Class A Common Stock and Class B Common Stock.

What constitutes a quorum at the special meeting?

Holders of a majority in voting power of Class A Common Stock and Class B Common Stock issued and outstanding and entitled to vote at the special meeting, present in person or represented by proxy, constitute a quorum. In the absence of a quorum, the chairman of the special meeting has the power to adjourn the special meeting. As of the record date for the special meeting, 23,582,570 shares of Class A Common Stock and Class B Common Stock, in the aggregate, would be required to achieve a quorum.

How will KAAC’s Sponsor, directors and officers vote?

In connection with our IPO, we entered into an agreement with our Sponsor and each of our directors and officers, pursuant to which each agreed to vote any shares of Class A Common Stock and Class B Common Stock owned by them in favor of each of the Transaction Proposals. Currently, our Sponsor, directors and officers own approximately 20% of our combined issued and outstanding shares of Class A Common Stock and Class B Common Stock, including all of the founder shares.

What interests do the current officers and directors have in the business combination?

In considering the recommendation of our board of directors to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, our Sponsor and our directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

the fact that our Sponsor holds private placement warrants that would expire worthless if a business combination is not consummated;

the fact that our Sponsor, officers and directors have agreed not to redeem any of the founder shares or shares of Class A Common Stock held by them in connection with a stockholder vote to approve the business combination;

the fact that our Sponsor paid an aggregate of $25,000 for its founder shares and such securities will have a significantly higher value at the time of the business combination, which if unrestricted and freely tradable would be valued at approximately $75,323,766, based on the closing price of our Class A Common Stock on October 19, 2018, assuming our Sponsor forfeits to us only 1,862,606 founder shares in connection with the closing of the business combination;

if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per share originally sold as part of the units issued in the IPO (the “public shares”), or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

the continuation of certain of our existing directors and officers as directors of KAAC, including Kevin S. McCarthy, D. Mark Leland, Mark Borer and Robert S. Purgason;

the fact that each of our independent directors owns 40,000 founder shares that were purchased from our Sponsor at its original purchase price, which if unrestricted and freely tradeable would, collectively, be valued at approximately $1,213,200 in the aggregate, based on the closing price of our Class A Common Stock on October 19, 2018;

the fact that all of our officers and directors hold an interest in our Sponsor;

the fact that our Sponsor, officers and directors may not participate in the formation of, or become a director or officer of, any other blank check company until we have entered into a definitive agreement regarding an initial business combination or fail to complete an initial business combination by April 4, 2019;

the fact that our Sponsor, officers and directors will lose their entire investment in us if an initial business combination is not completed; and

that we will enter into an amended and restated registration rights agreement with our Sponsor, certain of our directors and the Apache Contributor, which provides for registration rights to such parties.

What happens if I vote against the Business Combination Proposal?

Under our Charter, if the Business Combination Proposal is not approved and we do not otherwise consummate an alternative business combination by April 4, 2019, we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public stockholders.

Do I have redemption rights?

If you are a holder of public shares, you may elect to have your public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the closing of the business combination, including interest not previously released to KAAC to pay its franchise and income taxes, by (b) the total number of shares of Class A Common Stock included as part of the units sold in the IPO; provided that KAAC will not redeem any public shares to the extent that such redemption would result in Altus Midstream having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of less than $5,000,001. A public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your shares of Class A Common Stock for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement. As a result, the business combination can be approved by stockholders who will redeem their shares and no longer remain stockholders.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must (i) if you hold your shares of Class A Common Stock through units, elect to separate your units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares, (ii) check the box on the enclosed proxy card marked “Stockholder Certification,” and (iii) prior to 5:00 p.m., Eastern Time, on November 2, 2018 (two business days before the special meeting), tender your public shares physically or electronically and submit a request in writing that we redeem your public shares for cash to American Stock Transfer & Trust Company, our transfer agent, at the following address:

What are the U.S. federal income tax consequences of exercising my redemption rights?

Whether the redemption is subject to U.S. federal income tax depends on your particular facts and circumstances. See the section entitled “Proposal No. 1—The Business Combination Proposal—Certain United States Federal Income Tax Considerations.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights.

Are there any other material U.S. federal income tax consequences to KAAC that are expected to result from the business combination?

If the business combination is effected, we expect to be classified as a United States real property holding corporation for U.S. federal income tax purposes following the business combination. If you are a Non-U.S. holder (defined below in the section entitled “Proposal No. 1—The Business Combination Proposal—Certain United States Federal Income Tax Considerations”), we urge you to consult your tax advisors regarding the tax consequences of such treatment.

If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

No. The holders of our warrants have no redemption rights with respect to our warrants.

Do I have appraisal rights if I object to the proposed business combination?

No. There are no appraisal rights available to holders of Class A Common Stock or Class B Common Stock in connection with the business combination.

What happens to the funds deposited in the Trust Account after the closing of the business combination?

If the Business Combination Proposal is approved, KAAC intends to use a portion of the funds held in the Trust Account to pay (i) a portion of KAAC’s aggregate costs, fees and expenses in connection with the consummation of the Transactions, (ii) tax obligations and deferred underwriting commissions from the IPO and (iii) for any redemptions of public shares. The remaining balance in the Trust Account, together with proceeds received from the Private Placement, will be contributed to Altus Midstream, in exchange for (a) a number of Common Units equal to the number of shares of Class A Common Stock outstanding following the consummation of the Transactions and (b) a number of Altus Midstream Warrants equal to the number of KAAC warrants outstanding following the consummation of the Transactions. See the section entitled “Proposal No. 1—The Business Combination Proposal” for additional information.

What happens if the business combination is not consummated or is terminated?

There are certain circumstances under which the Contribution Agreement may be terminated. See the section entitled “Proposal No. 1—The Business Combination Proposal—The Contribution Agreement—Termination” for additional information regarding the parties’ specific termination rights. In accordance with our Charter, if an initial business combination is not consummated by April 4, 2019, KAAC will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to KAAC to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of KAAC (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under the General Corporation Law of the State of Delaware (the “DGCL”) to provide for claims of creditors and other requirements of applicable law.

When is the business combination expected to be consummated?

It is currently anticipated that the business combination will be consummated promptly following the special meeting to be held on November 6, 2018; provided that all the requisite stockholder approvals are obtained and other conditions to the closing of the business combination have been satisfied or waived. For a description of the conditions for the closing of the business combination, see the section entitled “Proposal No. 1—The Business Combination Proposal—The Contribution Agreement—Conditions to Closing of the Business Combination.”

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement, including “Risk Factors” and the annexes, and to consider how the business combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this

How do I vote?

If you were a holder of record of Class A Common Stock or Class B Common Stock on October 17, 2018, the record date for the special meeting, you may vote with respect to the Proposals in person at the special meeting or by completing signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

What will happen if I abstain from voting or fail to vote at the special meeting?

At the special meeting, KAAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Business Combination Proposal, the NASDAQ Proposal, the Director Election Proposal or the Adjournment Proposal, but will have the same effect as a vote AGAINST each of the Charter Proposals.

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

Signed and dated proxies received by KAAC without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders.

If I am not going to attend the special meeting in person, should I submit my proxy card instead?

Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. KAAC believes the Proposals presented to the stockholders will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

May I change my vote after I have submitted my executed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to KAAC’s secretary at the address listed below so that it is received by our secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to KAAC’s secretary, which must be received prior to the special meeting.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one

Who can help answer my questions?

If you have questions about the Proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact:

Who will solicit and pay the cost of soliciting proxies?

KAAC will pay the cost of soliciting proxies for the special meeting. KAAC has engaged Morrow Sodali LLC (“Morrow Sodali”), to assist in the solicitation of proxies for the special meeting. KAAC has agreed to pay Morrow Sodali a fee of $30,000, plus reimbursements for expenses. KAAC will reimburse Morrow Sodali for reasonable out-of-pocket expenses and will indemnify Morrow Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. KAAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Class A Common Stock and Class B Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Class A Common Stock and Class B Common Stock and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Statement of Operations Data:

Total expenses

Other income—investment income on Trust Account

Current income tax expense

Net income (loss)

Weighted average number of common shares outstanding

Basic

Diluted

Net income (loss) per common share—basic

Net income (loss) per common share—diluted

Balance Sheet Data:

Total assets

Total liabilities

Value of Class A Common Stock that may be redeemed in connection with a business combination

Total stockholders’ equity

Statement of Operations Data:

Total revenues

Total operating expenses

Net loss before income taxes

Net loss

Other Financial Data:

Adjusted EBITDA(1)

Balance Sheet Data:

Current assets

Property and equipment, net

Total assets

Current liabilities

Total liabilities

Partner’s capital

Total liabilities & partner’s capital

Adjusted EBITDA is a non-GAAP financial measure. For a definition of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss), see “Non-GAAP Financial Measure” below. Adjusted EBITDA is unaudited for all periods presented.

Adjusted EBITDA reconciliation to net loss:

Net loss

Interest expense

Income taxes

Depreciation and accretion

Impairments

Adjusted EBITDA

our ability to consummate the business combination;

the benefits of the business combination;

the future financial performance of KAAC following the business combination, including those reflected in the unaudited financial projections of Alpine High Midstream in “Unaudited Financial Projections of Alpine High Midstream”;

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the business combination;

changes in the future operating results of Alpine High Midstream; and

expansion plans and opportunities, including opportunities with respect to KAAC’s and/or its subsidiaries’ ability to exercise the Options and the Additional Option.

the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the Contribution Agreement;

the outcome of any legal proceedings that may be instituted against KAAC following announcement of the proposed business combination and the Transactions contemplated thereby;

the inability to complete the business combination due to the failure to obtain approval of the stockholders of KAAC, or other conditions to closing in the Contribution Agreement;