SEC Comment Letter 0000000000-23-004352 to Bitcoin Depot Inc. (BTM)
Bitcoin Depot Inc.
Date: April 27, 2023 · CIK: 0001901799 · Accession: 0000000000-23-004352
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41305
Letter
United States securities and exchange commission logo April 27, 2023 Lewis Silberman Co-Chief Executive Officer GSR II Meteora Acquisition Corp. 418 Broadway, Suite N Albany, New York 12207 Re:GSR II Meteora Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed April 21, 2023 File No. 001-41305 Dear Lewis Silberman: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Preliminary Proxy Statement on Schedule 14A General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameLewis Silberman Comapany NameGSR II Meteora Acquisition Corp. April 27, 2023 Page 2 FirstName LastName Lewis Silberman GSR II Meteora Acquisition Corp. April 27, 2023 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with any questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Steven Stokdyk
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United States securities and exchange commission logo
April 27, 2023
Lewis Silberman
Co-Chief Executive Officer
GSR II Meteora Acquisition Corp.
418 Broadway, Suite N
Albany, New York 12207
Re:GSR II Meteora Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed April 21, 2023
File No. 001-41305
Dear Lewis Silberman:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameLewis Silberman
Comapany NameGSR II Meteora Acquisition Corp.
April 27, 2023 Page 2
FirstName LastName
Lewis Silberman
GSR II Meteora Acquisition Corp.
April 27, 2023
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Steven Stokdyk