Correspondence 0001193125-23-165972 from Bitcoin Depot Inc. (BTM)
Bitcoin Depot Inc.
Date: June 13, 2023 · CIK: 0001901799 · Accession: 0001193125-23-165972
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41305
Referenced dates: May 26, 2023
Letter
10250 Constellation Blvd., Suite 1100
Los Angeles, California 90067
Tel: +1.424.653.5500 Fax: +1.424.653.5501
www.lw.com
FIRM / AFFILIATE OFFICES
June 13, 2023
Austin
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Washington, D.C.
VIA EDGAR AND ELECTRONIC MAIL
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: David Irving
Bonnie Baynes
Jessica Livingston
David Lin
Division of Corporation Finance
Office of Crypto Assets
Re: GSR II Meteora Acquisition Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed May 12, 2023
File No. 001-41305
To the addressees set forth above:
On behalf of our client, GSR II Meteora Acquisition Corp. (the “Company”), we submit this letter supplementing the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated May 26, 2023 (the “Comment Letter”) with respect to the Preliminary Proxy Statement on Schedule 14A filed with the Commission by the Company on May 12, 2023. The Company has filed a Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) through EDGAR on June 8, 2023.
For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold type below followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Proxy Statement.
June 13, 2023
Page
Preliminary Proxy Statement on Schedule 14A
General
2. We note your response to prior comment 3 and reissue it in part. Please tell us whether anyone or any entity associated with or otherwise involved in the transaction, 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. 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 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.
Response: To supplement the Company’s initial responses submitted on June 8, 2023, the Company respectfully advises the Staff that no one or entity associated with or otherwise involved in the transaction is, is controlled by, or has substantial ties with a non-U.S. person.
June 13, 2023
Page
We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible.
Please direct any questions or comments regarding the foregoing to Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 or Steven.Stokdyk@lw.com.
Very truly yours,
/s/ Steven B. Stokdyk
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CORRESP 1 filename1.htm CORRESP 10250 Constellation Blvd., Suite 1100 Los Angeles, California 90067 Tel: +1.424.653.5500 Fax: +1.424.653.5501 www.lw.com FIRM / AFFILIATE OFFICES June 13, 2023 Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley Singapore Tel Aviv Tokyo Washington, D.C. VIA EDGAR AND ELECTRONIC MAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: David Irving Bonnie Baynes Jessica Livingston David Lin Division of Corporation Finance Office of Crypto Assets Re: GSR II Meteora Acquisition Corp. Revised Preliminary Proxy Statement on Schedule 14A Filed May 12, 2023 File No. 001-41305 To the addressees set forth above: On behalf of our client, GSR II Meteora Acquisition Corp. (the “Company”), we submit this letter supplementing the responses of the Company to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its comment letter dated May 26, 2023 (the “Comment Letter”) with respect to the Preliminary Proxy Statement on Schedule 14A filed with the Commission by the Company on May 12, 2023. The Company has filed a Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) through EDGAR on June 8, 2023. For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold type below followed by the Company’s response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Proxy Statement. June 13, 2023 Page 2 Preliminary Proxy Statement on Schedule 14A General 2. We note your response to prior comment 3 and reissue it in part. Please tell us whether anyone or any entity associated with or otherwise involved in the transaction, 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. 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 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Response: To supplement the Company’s initial responses submitted on June 8, 2023, the Company respectfully advises the Staff that no one or entity associated with or otherwise involved in the transaction is, is controlled by, or has substantial ties with a non-U.S. person. June 13, 2023 Page 3 We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 or Steven.Stokdyk@lw.com. Very truly yours, /s/ Steven B. Stokdyk Steven B. Stokdyk cc: Gus Garcia, Co-Chief Executive Officer, GSR II Meteora Acquisition Corp. Lewis Silberman, Co-Chief Executive Officer, GSR II Meteora Acquisition Corp. Thomas Laughlin, Esq., Kirkland & Ellis LLP Matthew Pacey, Esq., Kirkland & Ellis LLP