GSR II Meteora Acquisition Corp. (GSRM) Shareholders Approve Bitcoin Depot Deal

GSR II Meteora (NASDAQ:GSRM) announced in an 8-K this morning that it secured shareholder approval for its combination with Bitcoin Depot at a special meeting June 28.

A further 3,686,863 shares were redeemed in connection with the vote, bringing GSR II’s final redemption rate to about 89% and leaving it with about $35 million in trust at close.

Although this may have been considered high in other SPAC cycles, it ranks as the 10th lowest redemption rate among the 37 SPACs that have gotten through completion votes so far in 2023.

This trust capital would have been more than enough on its own to satisfy the combination’s minimum cash condition, which was dropped to $8 million in an amendment earlier this month. But, the SPAC also added $50 million in new funding to the deal last week through a mix of PIPE and non-redemption agreements.

PIPE investors agreed to purchase 4,300,000 Series A Preferred shares, which will rank senior to common stock with regards to dividends and distributions but will not hold voting rights. Investors also agreed not to redeem 700,000 shares at the vote.

GSR II initially announced its $755 million combination with Bitcoin Depot in August 2022. Atlanta-based Bitcoin Depot manages a network of ATMs and retail payment points allowing consumers to make cash deposits and withdrawals from bitcoin wallets with about 6,440 locations.

In April, it picked up a contract for 80 more kiosks at Jacksons Food Stores a month after agreeing to deploy 125 in GetGo Café locations in the Midwest and Mid-Atlantic regions.

ADVISORS

• Oppenheimer & Co. Inc. is serving as financial advisor to GSRM.
• Latham & Watkins LLP is serving as legal advisor to GSRM.
• Kirkland & Ellis LLP is serving as legal advisor to Bitcoin Depot.