Bitcoin Depot Inc 8-K, filed Apr 19, 2022
Bitcoin Depot Inc. (BTMCQ)
About this 8-K
Bitcoin Depot Inc filed this 8-K on April 19, 2022, reporting on events of April 18, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 18, 2022
GSR II Meteora Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41305 | 87-3203989 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 840 Park Drive East Boca Raton, Florida |
33432 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(561) 532-4682
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock, one warrant and one sixteenth of one right | GSRMU | The Nasdaq Stock Market LLC | ||
| Class A common stock, par value $0.0001 per share | GSRM | The Nasdaq Stock Market LLC | ||
| Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | GSRMW | The Nasdaq Stock Market LLC | ||
| Rights, each whole right entitling the holder to receive one share of Class A common stock | GSRMR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On April 19, 2022, GSR II Meteora Acquisition Corp. (the “Company,” “us” or “our”) announced that the holders of the Company’s units sold in the Company’s initial public offering (the “Units”) may elect to separately trade the shares of Class A Common Stock, par value $0.0001 per share (“Common Stock”), the rights included in the Units and the redeemable warrants included in the Units commencing on April 18, 2022. Each Unit consists of one share of Common Stock, one-sixteenth of one Right and one redeemable warrant. Each right entitles the holder thereof to receive one-sixteenth (1/16) of one share of Common Stock upon the consummation of our initial business combination. Each warrant entitles the holder thereof, upon exercise, to purchase one share of Common Stock at a price of $11.50 per share. Any Units not separated will continue to trade on the Nasdaq Stock Market LLC (the “Nasdaq”) under the symbol “GSRMU.” Any underlying Common Stock, rights and redeemable warrants that are separated will trade on the Nasdaq under the symbols “GSRM,” “GSRMR” and “GSRMW,” respectively. No fractional rights will be issued upon separation of the Units and only whole rights will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate such holders’ Units into Common Stock, rights and redeemable warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
This report may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statements and prospectus relating to the Company’s initial public offering filed with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this report, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. |
Description of Exhibits | |
| 99.1 | Press Release, dated April 19, 2022. | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GSR II Meteora Acquisition Corp. | ||||||
| Date: April 19, 2022 | By: | /s/ Gus Garcia | ||||
| Name: | Gus Garcia | |||||
| Title: | Co-Chief Executive Officer | |||||
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Exhibit 99.1
GSR II Meteora Acquisition Corp. Announces the Separate Trading of its Shares of Class A Common Stock, Rights and Warrants Commencing April 18, 2022
New York, NY (Business Wire) – GSR II Meteora Acquisition Corp. (“GSRM” or the “Company”) announced today that, commencing April 18, 2022, holders of the units sold in the Company’s initial public offering of 31,625,000 units, which included 4,125,000 units issued upon the full exercise of the underwriter’s over-allotment option, may elect to separately trade the Company’s shares of Class A common stock, rights and redeemable warrants included in the units. No fractional rights will be issued upon separation of the units and only whole rights will trade. The shares of Class A common stock, rights and warrants that are separated will trade on Nasdaq Global Market (“Nasdaq”) under the symbols “GSRM,” “GSRMR” and “GSRMW,” respectively. Those units not separated will continue to trade on Nasdaq under the symbol “GSRMU.” Holders of units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the units into shares of Class A common stock, rights and warrants.
GSRM is a newly incorporated, 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. While the Company may pursue an initial business combination target in any business or industry, it intends to focus on high-growth businesses in the software, technology-enabled manufacturing and services, mobility and transportation sectors, as well as companies that help to address evolving environmental, social and governance related issues. This includes, but is not limited to, companies that are focused on: automation components and systems, robotics, mobility and autonomous motion, additive manufacturing, next-generation transportation and technologies for clean food, water and air. GSRM is led by co-CEOs Gus Garcia and Lewis Silberman, President Anantha Ramamurti and CFO Joseph Tonnos. The Company was formed in partnership with Meteora Capital, an investment adviser specializing in SPAC-related investments.
The offering was made only by means of a prospectus. Copies of the prospectus may be obtained by contacting Oppenheimer & Co. Inc., 85 Broad Street, 26th Floor, New York, NY 10004, Attn: Syndicate Prospectus Department, telephone (212) 667-8055 or email: EquityProspectus@opco.com.
A registration statement related to these securities has been filed with the Securities and Exchange Commission (SEC) and became effective on February 24, 2022. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release includes forward-looking statements. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC, any of which could cause actual results to differ from such forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
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| Contact: Gus Garcia gus@gsrmet.com |
Lewis Silberman lew@gsrmet.com |