Item 1.01 Entry into a Material Definitive Agreement.
Voting and Non-Redemption Agreement
On May 18, 2023, GSR II Meteora Acquisition Corp. (the "Company") entered into
voting and non-redemption agreements (each a "Voting and Non-Redemption
Agreement" and collectively, the "Voting and Non-Redemption Agreements") with
unaffiliated third parties (each a "Non-Redeeming Stockholder" and collectively,
the "Non-Redeeming Stockholders") in exchange for such Non-Redeeming
Stockholders agreeing to either not redeem or to reverse any previously
submitted redemption request with respect to an aggregate of 6,033,000 shares of
the Company's Class A common stock sold in its initial public offering
("Non-Redeemed Shares") in connection with the special meeting of stockholders
called by the Company (the "Special Meeting") to consider and approve, among
other proposals, an extension of time for the Company to consummate an initial
business combination (the "Extension Proposal") from June 1, 2023 to July 1,
2023 (the "Initial Extension"), and to allow the Company, without another
stockholder vote, to further extend the date to consummate an initial business
combination on a monthly basis up to eight times by an additional one month each
time after July 1, 2023 (each one month extension, a "Monthly Extension"), or
later extended deadline date, by resolution of the Company's board of directors,
if requested by the GSR II Meteora Sponsor LLC (the "Sponsor"), until March 1,
2024, unless the closing of an initial business combination shall have occurred
prior thereto (the "Extension"). In exchange for the foregoing commitments not
to redeem such Non-Redeemed Shares, the Company has agreed to issue to the
Non-Redeeming Stockholders an aggregate of 60,330 shares (the "Commitment
Shares") of the Company's Class A common stock. If the Extension Proposal is
approved, the Non-Redeeming Stockholders shall be entitled to receive up to
120,660 shares of the Company's Class A common stock in connection with the
Initial Extension and for each Monthly Extension that occurs prior to the
closing of an initial business combination. The shares of Class A common stock
issuable pursuant to the Initial Extension and each Monthly Extension shall
accrue on a monthly basis and be issued to the Non-Redeeming Stockholders upon
closing of an initial business combination (the "Share Issuance"). Pursuant to
the Voting and Non-Redemption Agreements, the Non-Redeeming Stockholders are not
required to vote shares of the Company's Class A common stock acquired after the
date of the Voting and Non-Redemption Agreement in favor of the Extension
Proposal. The Company expects to enter into additional voting and non-redemption
agreements with additional unaffiliated third parties on substantially the same
terms as the Voting and Non-Redemption Agreements.
The Voting and Non-Redemption Agreements are expected to increase the likelihood
that the Extension Proposal is approved by Company's stockholders, and increase
the amount of funds that remain in the Company's trust account (the "Trust
Account") following the Special Meeting, relative to the amount of funds that
would be expected to be remaining in the Trust Account following the Special
Meeting had the Voting and Non-Redemption Agreements not been entered into and
the shares subject to such agreements had been redeemed.
In connection with the Extension Proposal, the holders of the Company's Class A
common stock may elect to redeem their shares for their pro rata portion of the
funds available in the Trust Account. The Company estimates that as of May 25,
2023, the date of the Special Meeting, the pro rata portion of the funds
available in the Trust Account for the redemption of the Company's Class A
common stock will be approximately $10.39 per share.
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The foregoing summary of the Voting and Non-Redemption Agreements do not purport
to be complete and is qualified in its entirety by reference to the form of
Voting and Non-Redemption Agreement filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Stockholders may withdraw redemption requests at any time prior to 5:00 p.m.
Eastern time on May 23, 2023 (two business days before the Special Meeting) with
respect to the Extension by contacting the Company's transfer agent, Continental
Stock Transfer & Trust Company, to the attention of SPAC Redemption Team at 1
State Street Plaza, 30th Floor, New York, New York 10004, or by email at
spacredemptions@continentalstock.com.
Registration Rights Agreement
Pursuant to the Voting and Non-Redemption Agreement, each Non-Redeeming
Stockholder is entitled to the registration rights set forth in the Registration
Right Agreement (the "Registration Rights Agreement"), dated as of February 24,
2022, among the Company, Sponsor and the other parties thereto with respect to
the Commitment Shares and the shares of Class A Common Stock issued pursuant the
Share Issuance. Each Non-Redeeming Stockholder, the Company, and the Sponsor has
executed a joinder to the Registration Rights Agreement (the "Joinder") to join
such Non-Redeeming Stockholder as a "Holder" (as defined in the Registration
Rights Agreement").
The foregoing summary of the Joinder does not purport to be complete and is
qualified in its entirety by reference to the form of Joinder included in
Exhibit 10.1 hereto and incorporated herein by reference.
Additional Information
Important Information About the Extension and Where to Find It
The Company filed a definitive proxy statement (the "Proxy Statement") for the
Special Meeting with the Securities and Exchange Commission (the "SEC") on
May 3, 2023 to consider and vote upon the Extension and other matters, and,
beginning on or about May 3, 2023, first mailed the Proxy Statement and other
relevant documents to its stockholders as of the April 26, 2023 record date for
the Special Meeting. The Company's stockholders and other interested persons are
advised to read the Proxy Statement and any amendments thereto, 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 the Special Meeting to be held to
approve, among other things, the Extension, because these documents will contain
important information about the Company and the Extension. Stockholders may also
obtain a copy of the Proxy Statement, as well as other documents filed with the
SEC regarding the Extension and other documents filed with the SEC by the
Company, 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@gatewayir.com.
Participants in the Solicitation
The Company and certain of its 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 Extension. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of the Company's
stockholders in connection with the Extension is set forth in the Company's most
recent Annual Report on Form 10-K for the year ended December 31, 2022 and the
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 in the Company's most recent Annual Report on
Form 10-K for the year ended December 31, 2022, and other documents of the
Company filed, or to be filed, from time to time with the SEC. Additional
information regarding the participants in the Proxy Solicitation and a
description of their direct and indirect interests are included in the Proxy
Statement. 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.
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
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forward-looking statements contain such identifying words. These forward-looking
statements include, but are not limited to, statements regarding the issuance of
shares of the Company's Class A common stock to the Non-Redeeming Stockholders,
additional voting and non-redemption agreements, the amount of funds that will
be in the Trust Account on the date of the Special Meeting and the funds that
will remain in the Trust Account following the Special Meeting and approval of
the Extension and the timing thereof. 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 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 Company to
successfully or timely implement the Extension or that the approval of the
stockholders of the Company is not obtained; the amount of redemption requests
made by the Company's public stockholders; and those factors described or
referenced in the Company's most recent Annual Report on Form 10-K for the year
ended December 31, 2022, 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 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 the Company
presently knows or that 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 the Company's
expectations, plans or forecasts of future events and views as of the date
hereof. The Company anticipate that subsequent events and developments will
cause the Company's assessments to change. However, while the Company may elect
to update these forward-looking statements at some point in the future, 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 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 Extension or otherwise, or the solicitation of
a proxy, consent or authorization in any jurisdiction pursuant to the Extension
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
Exhibit
Number Description
10.1 Form of Voting and Non-Redemption Agreement
104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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