GSR II Meteora Acquisition Corp. Announcing the Filing of an Amended Proxy Statement; Bitcoin Depot Reports Strong Third Quarter Results

GSR II Meteora Acquisition Corp.

Bitcoin Depot Delivers Record 25% Revenue Growth

NEW YORK, Dec. 01, 2022 (GLOBE NEWSWIRE) — GSR II Meteora Acquisition Corp. (NASDAQ: GSRM) (“GSRM”), a special purpose procurement company and Lux ​​Vending LLC dba Bitcoin Depot Inc. (“Bitcoin Depot”). ” or the “Company”), a US-based Bitcoin ATM operator and leading fintech company, today announced that GSRM has filed an amended proxy statement (“amended proxy statement”) with the US Securities and Exchange Commission (“SEC”). announced. In connection with a special meeting of GSRM stockholders to approve GSRM’s previously announced business combination with Bitcoin Depot.

The amended proxy statement includes additional disclosures regarding the business combination and Bitcoin Depot’s financial results for the third quarter ended September 30, 2022. Revenue for the nine months ended September 30, 2022 was up 25% year over year to $497.2 million. .

“Bitcoin Depot’s momentum continued in the third quarter as we delivered record year-over-year revenue growth despite turmoil in the broader crypto market and strengthened our mission to bring cryptocurrency to the masses safely, securely and efficiently,” said Brandon Mintz, CEO. and founder of Bitcoin Depot. “We attribute our growth to our differentiated product suite for buying Bitcoin. We believe we differentiate ourselves from the industry with limited direct cryptocurrency exposure, robust compliance procedures, and secure transactions that give users control over the cryptocurrency they purchase, compared to other methods of cryptocurrency transactions where users rely on third parties to hold their cryptocurrency. Ultimately, we believe that our Bitcoin ATMs will benefit from our users becoming more aware of the importance of self-control.”

Bitcoin Depot and GSR II Meteora Acquisition Corp. Business Combination Update

Bitcoin Depot GSR II Meteora Acquisition Corp. (NASDAQ: GSRM) is on track to complete its previously announced business combination. Completion of the business combination, which is expected in the first quarter of 2023, is subject to regulatory and shareholder approval and other customary closing conditions. Following the closing of the business combination, the combined company will be called Bitcoin Depot Inc and will trade on the Nasdaq under the new ticker symbol “BTM”. Absent payments, the business combination is expected to provide up to $170 million in cash to Bitcoin Depot’s balance sheet, net of debt repayments, receipts and expenses to Bitcoin Depot’s founder.

About Bitcoin Depot

Bitcoin Depot was founded in 2016 with the goal of connecting those who prefer to use cash to the wider, digital financial system. Bitcoin Depot provides users with a simple, efficient and intuitive means of converting cash into cryptocurrency that users can use in payments, spending and investing. Through BDCheckout, users can exchange cash for cryptocurrencies at Bitcoin Depot kiosks and thousands of branded retail locations. The company has the largest market share in North America with approximately 7,000 kiosk locations. Learn more at

On August 24, 2022, Bitcoin Depot and GSR II Meteora Acquisition Corp., a special purpose acquisition corporation. (“GSRM”), have entered into a definitive agreement for a business combination that will result in Bitcoin Depot becoming a public company listed on the Nasdaq. Under the sign “BTM”.

About GSR II Meteora Acquisition Corp.

GSR II Meteora Acquisition Corp. (NASDAQ: GSRM) is a blank check company formed for the purpose of effecting a merger, equity exchange, asset purchase, stock purchase, reorganization or similar business combination with one or more entities. Our board of directors is led by Chief Executive Officers Gus Garcia and Lewis Silberman, President Anantha Ramamurthy and CFO Joseph Tonnos. The company was founded in partnership with Meteora Capital, an investment advisor specializing in SPAC-related investments. For more information, visit

Not an offer

This information is not an offer to sell or an offer to buy any security or a solicitation of any vote or approval.

Forward-Looking Statements

The information in this press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the US Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by using words such as “. anticipate”, “plan”, “project”, “forecast”, “intend”, “will”, “anticipate”, “anticipate”, “believe”, “seek”, “target” or predict or other similar statements that indicate that they are not statements of future events or trends or historical matters, although not all forward-looking statements contain such qualifying words. These forward-looking statements include, but are not limited to, estimates and projections regarding financial and operating performance and potential benefits, expectations regarding the terms and timing of the proposed business combination, and timing statements. These statements are based on various assumptions and the current expectations of the management of Bitcoin Depot and GSRM, whether or not identified in this press release, and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as guarantees, assurances, predictions or definitive statements of fact or probability by any investor, and should not be relied upon. Actual events and conditions are difficult or impossible to predict and will differ from assumptions. Many actual events and situations 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 risk that the parties will be unable to successfully or timely complete the proposed business combination, including failure to obtain any required regulatory approvals, delay or exposure to unforeseen conditions that could adversely affect the combined company or the expected benefits of the proposed business, the merger or GSRM, or Failure to obtain Bitcoin Depot shareholder approval; failure to realize the expected benefits of the proposed business combination; risks related to the uncertainty of projected financial information regarding Bitcoin Depot; future global, regional or local economic and market conditions; the development, effect and application 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 improvements to its platform; the effect of competition on Bitcoin Depot’s future business; the amount of purchase requests by GSRM’s public shareholders; the ability of GSRM or the combined company to issue equity or equity-related securities in connection with or in the future in connection with the proposed business combination; the outcome of any potential litigation, governmental and regulatory proceedings, investigations and inquiries; and GSRM’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 described under the heading “Risk Factors” and or the factors referred to, and other documents GSRM has filed or will file with the US Securities and Exchange Commission (“SEC”) from time to time. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from those implied by these forward-looking statements. There may be additional risks that neither Bitcoin Depot nor GSRM are currently aware of, or that Bitcoin Depot and GSRM currently believe are immaterial, which could cause actual results to differ materially from those in the forward-looking statements. In addition, forward-looking statements reflect Bitcoin Depot’s and GSRM’s expectations, plans or projections regarding future events and views as of the date of this press release. Bitcoin Depot and GSRM expect that subsequent events and developments will cause Bitcoin Depot’s and GSRM’s valuations to change. However, while Bitcoin Depot and GSRM may choose 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 required by applicable law. These forward-looking statements should not be relied upon as reflecting Bitcoin Depot’s and GSRM’s estimates as of any date subsequent to the date of this press release. Accordingly, forward-looking statements should not be placed without undue reliance.

More information about the proposed business combination and where to find it

The proposed business combination will be submitted to GSRM stockholders for consideration. Copies of the proxy statement (the initial filing with the SEC) will be mailed to all GSRM stockholders (if and when available) after it becomes final. GSRM also plans to file other documents with the SEC regarding the proposed business combination. GSRM will send copies of the final proxy statement and other relevant documents to its stockholders on the record date set for the vote on the proposed business combination. GSRM’s stockholders and other interested parties are encouraged to read the initial proxy statement and any amendments thereto and the final proxy statement when available, as well as all other relevant materials filed or to be filed with the SEC at GSRM’s request. The proxies for the special meeting of stockholders will be held to, among other things, approve the proposed business combination, as these documents will contain important information about GSRM, Bitcoin Depot and the proposed business combination. Stockholders may also obtain, free of charge, a copy of the preliminary proxy statement and, when available, a copy of the definitive proxy statement, as well as other documents filed with the SEC in connection with the proposed business combination and other documents filed with the SEC by GSRM. The SEC’s website at or by sending a request to Cody Slach or Alex Kovtun, (949) 574-3860,

Those involved in the appeal

GSRM, Bitcoin Depot and certain of their respective directors, executive officers and other members of management and employees may be deemed participants in proxy solicitations from GSRM’s stockholders in connection with the proposed business combination under SEC rules. In accordance with SEC rules, information about the persons who may be considered participants in the solicitation of GSRM’s stockholders in connection with the proposed business combination is contained in the preliminary proxy statement filed with the SEC. You can find more information about GSRM’s directors and executive officers in GSRM’s final initial public offering prospectus dated February 24, 2022 and filed with the SEC on February 28, 2022. Additional information about the participants in the proxy solicitation and their direct and indirect interests, if any, will be included in the definitive proxy statement and other relevant materials to be filed with the SEC. Shareholders, potential investors and other interested parties should carefully read the proxy statement when available before making any voting or investment decisions. You can obtain free copies of these documents from the sources listed above.


Cody Slach, Alex Kovtun
Gateway Group

Zach Kadletz, Brenlin Motlaq, Ryan Deloney
Gateway Group

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