GSR II Meteora Acquisition Corp. (NASDAQ: GSRM) (“GSRM”), a special
purpose acquisition company, and Lux Vending, LLC dba Bitcoin Depot
(“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM
operator and leading fintech company, today announced that GSRM has
filed a definitive proxy statement (the “Proxy Statement”) with the
U.S. Securities and Exchange Commission (“SEC”) in connection with
GSRM’s Special Meeting of Stockholders (the “Special Meeting”) to,
among other things, approve the previously announced proposed
business combination (the “Business Combination”) with Bitcoin
Depot.
The Special Meeting will be held virtually at
www.cstproxy.com/gsrmet/2023 on June 28, 2023 at 10:00 a.m. Eastern
Daylight Time. Mailing of the Proxy Statement to GSRM’s
stockholders of record as of the close of business on June 1, 2023
(the “Record Date”) commenced on June 16, 2023. Before making any
voting or investment decision, investors and security holders of
GSRM are urged to carefully read the entire Proxy Statement and
related proxy materials, and other documents filed in connection
with the Business Combination with the SEC, because they contain
important information about the Business Combination and the
related stockholder proposals.
The Business Combination is expected to close on or about June
30, 2023, subject to GSRM stockholder approval and the satisfaction
of certain closing conditions. Following the completion of the
Business Combination, the combined company will be named Bitcoin
Depot Inc. and trade on the Nasdaq under the ticker symbol
“BTM.”
About Bitcoin Depot
Bitcoin Depot was founded in 2016 with the mission to connect
those who prefer to use cash to the broader, digital financial
system. Bitcoin Depot provides its users with simple, efficient and
intuitive means of converting cash into cryptocurrency, which users
can deploy in the payments, spending and investing space. Users can
convert cash to cryptocurrencies at Bitcoin Depot’s kiosks and at
thousands of name-brand retail locations through its BDCheckout
product. The Company has the largest market share in North America
with approximately 6,440 kiosk locations. Learn more
at www.bitcoindepot.com.
On August 24, 2022, Bitcoin Depot and GSRM entered into a
definitive agreement for a business combination that would result
in Bitcoin Depot becoming a public company listed on the Nasdaq
under the ticker symbol “BTM.”
About GSR II Meteora Acquisition
Corporation
GSR II Meteora Acquisition Corporation (NASDAQ: GSRM) is 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. GSRM’s
management team is led by co-CEOs Gus Garcia and Lewis Silberman,
President Anantha Ramamurti and CFO Joseph Tonnos. GSRM was formed
in partnership with Meteora Capital, an investment adviser
specializing in SPAC-related investments. For additional
information, please visit www.gsrmet.com.
Not an Offer
This communication is for informational purposes only and does
not constitute an offer to sell or the solicitation of an offer to
buy any securities in connection with the Business Combination
or otherwise, or a solicitation of a proxy, consent or
authorization in any jurisdiction or any vote or approval in any
jurisdiction pursuant to the Business Combination or otherwise, nor
shall there be any sale of securities in any jurisdiction in which
the offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction or otherwise in contravention of applicable law. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act, or an
exemption therefrom, and otherwise in accordance with applicable
law.
Forward-Looking Statements
The information in this press release and in any oral statements
made in connection herewith include “forward-looking statements”
within the meaning of the “safe harbor” provisions of the United
States Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, although
not all forward-looking statements contain such identifying words.
These forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics and expectations and timing related to
potential benefits, terms and timing of the Business Combination.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Bitcoin Depot’s and GSRM’s management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Bitcoin Depot
and GSRM. These forward-looking statements are subject to a number
of risks and uncertainties, including changes in domestic and
foreign business, market, financial, political and legal
conditions; the inability of the parties to successfully or timely
consummate the Business Combination, including the risk that any
required regulatory approvals are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the Business
Combination or that the approval of the stockholders of GSRM is not
obtained; failure to realize the anticipated benefits of the
Business Combination; risks relating to the uncertainty of the
projected financial information with respect to Bitcoin Depot;
future global, regional or local economic and market conditions;
the development, effects and enforcement of laws and regulations;
Bitcoin Depot’s ability to manage future growth; Bitcoin Depot’s
ability to develop new products and services, bring them to market
in a timely manner and make enhancements to its platform; the
effects of competition on Bitcoin Depot’s future business; the
amount of redemption requests made by GSRM’s public stockholders;
the ability of GSRM or the combined company to issue equity or
equity-linked securities in connection with the Business
Combination or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries; and those factors described or referenced in GSRM’s
final initial public offering prospectus dated February 24, 2022,
its most recent Annual Report on Form 10-K for the year ended
December 31, 2022, and the Proxy Statement, in each case, under the
heading “Risk Factors,” and other documents of GSRM filed, or to be
filed, from time to time with the SEC. If any of these risks
materialize or GSRM’s and Bitcoin Depot’s assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be
additional risks that neither Bitcoin Depot nor GSRM presently know
or that Bitcoin Depot and GSRM currently believe are immaterial
that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking
statements reflect Bitcoin Depot’s and GSRM’s expectations, plans
or forecasts of future events and views as of the date of this
press release. Bitcoin Depot and GSRM anticipate that subsequent
events and developments will cause Bitcoin Depot’s and GSRM’s
assessments to change. However, while Bitcoin Depot and GSRM may
elect to update these forward-looking statements at some point in
the future, Bitcoin Depot and GSRM specifically disclaim any
obligation to do so except as otherwise required by applicable law.
These forward-looking statements should not be relied upon as
representing Bitcoin Depot’s and GSRM’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Additional Information About the Business Combination
and Where to Find It
The Business Combination will be submitted to stockholders of
GSRM for their consideration. Copies of the Proxy Statement (a
filing of which has been made with the SEC) were mailed to all GSRM
stockholders of record as of the Record Date beginning on June 16,
2023. GSRM plans to file other documents with the SEC and mail
other relevant documents to its stockholders of record as of the
Record Date regarding the Business Combination. GSRM’s stockholders
and other interested persons are advised to read the Proxy
Statement and any amendments or supplements thereto, as well as all
other relevant materials filed or that will be filed with the SEC,
in connection with GSRM’s solicitation of proxies for the Special
Meeting to approve, among other things, the Business Combination,
because these documents will contain important information about
GSRM, Bitcoin Depot and the Business Combination. Stockholders may
also obtain a copy of the Proxy Statement, as well as other
documents filed with the SEC regarding the Business Combination and
other documents filed with the SEC by GSRM, without charge, at the
SEC’s website located at www.sec.gov or by directing a request to
Cody Slach or Alex Kovtun, (949) 574-3860,
GSRM@gateway-grp.com.
Participants in the Solicitation
GSRM, Bitcoin Depot and certain of their respective directors,
executive officers and other members of management and employees
may, under SEC rules, be deemed to be participants in the
solicitations of proxies from GSRM’s stockholders in connection
with the Business Combination. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation GSRM’s stockholders in connection with the Business
Combination is set forth in the Proxy Statement. You can find more
information about GSRM’s directors and executive officers in GSRM’s
most recent Annual Report on Form 10-K for the year ended December
31, 2022. Additional information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests is included in the Proxy Statement and other relevant
materials filed or that will be filed with the SEC when they become
available. Stockholders, potential investors and other interested
persons should read the Proxy Statement carefully before making any
voting or investment decisions. You may obtain free copies of these
documents from the sources indicated above.
Contacts:
Investors Cody Slach, Alex
Kovtun Gateway Group,
Inc. 949-574-3860 GSRM@gateway-grp.com
Media Zach Kadletz, Brenlyn Motlagh, Ryan
Deloney Gateway Group,
Inc.949-574-3860 GSRM@gateway-grp.com
GSR II Meteora Acquisition (NASDAQ:GSRM)
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