Blog: GSR II METEORA ACQUISITION CORP. : Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) –

Item 7.01 Regulation FD Disclosure.

On November 17, 2022, GSR II Meteora Acquisition Corp. (the “Company”) and Lux
Vending, LLC dba Bitcoin Depot (“Lux Vending”) released a press release related
to, among other things, the proposed business combination (the “Business
Combination”) involving the Company and Lux Vending. The press release is
attached hereto as Exhibit 99.1 and incorporated by reference herein.

The foregoing (including Exhibit 99.1) is being furnished pursuant to Item 7.01
and will not be deemed to be filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject
to the liabilities of that section, nor will it be deemed to be incorporated by
reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act regardless of any general incorporation
language in such filings. This Current Report will not be deemed an admission of
materiality of any of the information in this Item 7.01, including Exhibit 99.1.

Additional Information

Important Information About the Business Combination and Where to Find It

In connection with the Business Combination, the Company has filed a preliminary
proxy statement of the Company with the Securities and Exchange Commission (the
“SEC”), copies of which will be mailed (if and when available) to all Company
stockholders once definitive. The Company also plans to file other documents
with the SEC regarding the Business Combination. The Company will mail copies of
the definitive proxy statement and other relevant documents to its stockholders
as of the record date established for voting on the Business Combination. This
communication is not a substitute for the definitive proxy statement or any
other document that the Company will send to its stockholders in connection with
the Business Combination. The Company’s stockholders and other interested
persons are advised to read the preliminary proxy statement and any amendments
thereto and, once available, the definitive proxy statement, as well as all
other relevant materials filed or that will be filed with the SEC, in connection
with the Company’s solicitation of proxies for its special meeting of
stockholders to be held to approve, among other things, the Business
Combination, because these documents will contain important information about
the Company, BT Assets, Inc. (“BT Assets”) and the Business Combination.
Stockholders may also obtain a copy of the preliminary proxy statement or, when
available, the definitive proxy statement, as well as other documents filed with
the SEC regarding the Business Combination and other documents filed with the
SEC by the Company, without charge, at the SEC’s website located at
or by directing a request to Cody Slach or Alex Kovtun, (949) 574-3860,


Participants in the Solicitation

The Company, Lux Vending, BT Assets and certain of their respective directors,
executive officers and other members of management and employees, under SEC
rules, may be deemed to be participants in the solicitation of proxies of the
Company’s stockholders in connection with the Business Combination. Information
regarding the persons who may, under SEC rules, be deemed participants in the
solicitation of the Company’s stockholders in connection with the Business
Combination is set forth in the Company’s preliminary proxy statement that has
been filed with the SEC. Investors and security holders may obtain more detailed
information regarding the names of the Company’s directors and executive
officers and a description of their interests in the Company in the Company’s
filings with the SEC, including the Company’s prospectus dated February 24, 2022
relating to its initial public offering, which was filed with the SEC and is
available free of charge at the SEC’s web site at To the extent
such holdings of the Company’s securities may have changed since that time, such
changes have been or will be reflected on Statements of Change in Ownership on
Form 4 filed with the SEC. Additional information regarding the participants in
the proxy statement and a description of their direct and indirect interests
will be contained in the definitive proxy statement and other relevant materials
to be filed with the SEC when they become available. Stockholders, potential
investors and other interested persons should read the definitive proxy
statement carefully when it becomes available before making any voting or
investment decisions. Free copies of these documents may be obtained from the
sources indicated above.

Forward-Looking Statements

The information included herein 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 herein, and on the current expectations
of BT Assets’, Lux Vending’s and the Company’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 BT Assets, Lux Vending and
the Company. 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 the Company 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 the combined
company; future global, regional or local economic and market conditions; the
development, effects and enforcement of laws and regulations; the combined
company’s ability to manage future growth; the combined company’s ability to
develop new products and services, bring them to market in a timely manner, and
make enhancements to its business; the effects of competition on the combined
company’s future business; the amount of redemption requests made by the
Company’s public stockholders; the ability of the Company 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 the Company’s final initial public offering
prospectus dated February 24, 2022 and its most recent Quarterly Report on Form
10-Q for the quarter ended September 30, 2022, in each case, under the heading
“Risk Factors,” and other documents of the Company filed, or to be filed, from
time to time with the SEC, including the definitive proxy statement. If any of
these risks materialize or our assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking statements.
There may be additional risks that none of BT Assets, Lux Vending or the Company
presently knows or that BT Assets, Lux Vending and the Company 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 BT Assets’, Lux Vending’s and the Company’s expectations,
plans or forecasts of future events and views as of the date hereof. BT Assets,
Lux Vending and the Company anticipate that subsequent events and


developments will cause BT Assets’, Lux Vending’s and the Company’s assessments
to change. However, while BT Assets, Lux Vending and the Company may elect to
update these forward-looking statements at some point in the future, BT Assets,
Lux Vending and the Company 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 BT Assets’, Lux Vending’s and the Company’s
assessments as of any date subsequent to the date hereof. Accordingly, undue
reliance should not be placed upon the forward-looking statements.

No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and shall not
constitute an offer to sell, nor a solicitation of an offer to buy, any
securities in connection with the proposed Business Combination or otherwise, or
the solicitation of a proxy, consent or authorization 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.

Item 9.01 Financial Statements and Exhibits.

  (d) Exhibits

Number       Description

99.1           Press Release, dated November 17, 2022.

104          Cover Page Interactive Data File (embedded with the Inline XBRL document)


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