Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

The Business Combination Proposal: To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement, dated as of August 24, 2022 (as the same may be amended from time to time, the “Transaction Agreement”), by and among PubCo, Sponsor, BT Assets and BT OpCo, and (b) approve the transactions contemplated by the Transaction Agreement (collectively, the “business combination” and such proposal, the “Business Combination Proposal”) in accordance with applicable law and exchange rules and regulations;

The Charter Proposal: To consider and vote upon a proposal to approve and adopt the proposed second amended and restated certificate of incorporation (“Proposed Charter”) of the combined post-business combination company (also referred to herein as “PubCo”), in the form attached to the accompanying proxy statement as Annex B, which, if approved, and assuming the Business Combination Proposal and the Nasdaq Proposal (defined below) are approved, will take effect immediately prior to the consummation of the business combination (the “Closing”) (the “Charter Proposal”);

The Advisory Governance Proposals: To consider and vote upon certain proposals, on a non-binding advisory basis, approving certain material differences between PubCo’s existing amended and restated certificate of incorporation (“Existing Charter”) and the Proposed Charter, which proposals are being presented separately in accordance with the requirements of the Securities and Exchange Commission as four different sub-proposals (collectively, the “Advisory Governance Proposals”);

The Nasdaq Proposal: To consider and vote upon a proposal to approve the issuance of shares of common stock of PubCo in connection with the business combination pursuant to applicable Nasdaq Stock Market (“Nasdaq”) listing rules (the “Nasdaq Proposal”);

The Incentive Equity Plan Proposal: To consider and vote upon a proposal to approve and adopt the Bitcoin Depot, Inc. 2022 Omnibus Incentive Plan in the form mutually agreed upon among BT OpCo, BT Assets and PubCo and attached to the accompanying proxy statement as Annex H (the “Incentive Equity Plan Proposal”); and

The Adjournment Proposal: To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal, the “Proposals”).

Gus Garcia
Co-Chief Executive Officer
GSR II Meteora Acquisition Corp.

Lewis Silberman
Co-Chief Executive Officer
GSR II Meteora Acquisition Corp.

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement, dated as of August 24, 2022 (the “Transaction Agreement”), by and among PubCo, Sponsor, BT Assets and BT OpCo, and (b) approve the transactions contemplated by the Transaction Agreement (the “business combination” and such proposal, the “Business Combination Proposal”).

Proposal No. 2 — The Charter Proposal — To consider and vote upon a proposal to approve and adopt the proposed second amended and restated certificate of incorporation (“Proposed Charter”) of the combined post-business combination company (also referred to herein as “PubCo”), in the form attached to the accompanying proxy statement as Annex B, which, if approved, and assuming the Business Combination Proposal and the Nasdaq Proposal (defined below) are approved, will take effect immediately prior to the consummation of the business combination (the “Closing”) (the “Charter Proposal”).

The Advisory Governance Proposals — To consider and vote upon the following proposals, on a non-binding advisory basis, approving certain material differences between PubCo’s existing amended and restated certificate of incorporation (“Existing Charter”) and the Proposed Charter, which are being presented separately in accordance with the requirements of the Securities and Exchange Commission as four different sub-proposals (collectively, the “Advisory Governance Proposals”):

Proposal No. 3A — Advisory Governance Proposal A — To authorize the change in the authorized capital stock of PubCo from 100,000,000 shares of Class A common stock, par value $0.0001 per share (“PubCo Class A common stock”), 20,000,000 shares of Class B common stock, par value $0.0001 per share (“PubCo Class B common stock”), and 1,000,000 shares of undesignated preferred stock, to 800,000,000 shares of PubCo Class A common stock, par value $0.0001 per share (which shall be entitled to one vote per share), 20,000,000 shares of PubCo Class B common stock, par value $0.0001 per share (which shall be entitled to one vote per share), 750,000 shares of PubCo Class E-1 common stock, par value $0.0001 per share (which shall not be entitled to vote), 750,000 shares of PubCo Class E-2 common stock, par value $0.0001 per share (which shall not be entitled to vote), 750,000 shares of PubCo Class E-3 common stock, par value $0.0001 per share (which shall not be entitled to vote), 300,000,000 shares of PubCo Class M common stock, par value $0.0001 per share (which shall be entitled to ten votes per share), 800,000,000 shares of PubCo Class O common stock, par value $0.0001 per share (which shall be entitled to one vote per share) and 300,000,000 shares of PubCo Class V common stock, par value $0.0001 per share (which shall be entitled to ten votes per share), and an unlimited number of shares of preferred stock, par value $0.0001 per share.

Proposal No. 3B — Advisory Governance Proposal B — To eliminate provisions specific to PubCo’s status as a blank check company that will serve no purpose following the consummation of the business combination.

Proposal No. 3C — Advisory Governance Proposal C — To declassify the board of directors of PubCo with the result being that each director will be elected annually for a term of one year.

Proposal No. 3D — Advisory Governance Proposal D — To require the approval by affirmative vote of holders of at least 66 2/3% of the voting power of PubCo’s then-outstanding shares of capital stock entitled to vote generally at an election of directors to make any amendment to certain provisions of the Proposed Charter.

Proposal No. 4 — The Nasdaq Proposal — To consider and vote upon a proposal to approve the issuance of shares of common stock of PubCo in connection with the business combination pursuant to applicable Nasdaq Stock Market (“Nasdaq”) listing rules (the “Nasdaq Proposal”).

Proposal No. 5 — The Incentive Equity Plan Proposal — To consider and vote upon a proposal to approve and adopt the Bitcoin Depot, Inc. 2022 Omnibus Incentive Plan in the form mutually agreed upon among BT OpCo, BT Assets and PubCo and attached hereto as Annex H (the “Incentive Equity Plan Proposal”).

Proposal No. 6 — The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal, the “Proposals”).

Gus Garcia
Co-Chief Executive Officer
GSR II Meteora Acquisition Corp.

Lewis Silberman
Co-Chief Executive Officer
GSR II Meteora Acquisition Corp.

ADDITIONAL INFORMATION

TRADEMARKS

MARKET, INDUSTRY AND OTHER DATA

CERTAIN DEFINED TERMS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

SUMMARY TERM SHEET

QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR PUBCO STOCKHOLDERS

SUMMARY OF THE PROXY STATEMENT

SUMMARY HISTORICAL FINANCIAL INFORMATION OF BT OPCO

SUMMARY HISTORICAL FINANCIAL INFORMATION OF PUBCO

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

RISK FACTORS

SPECIAL MEETING OF PUBCO STOCKHOLDERS

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

PROPOSAL NO. 2 — THE CHARTER PROPOSAL

PROPOSAL NO. 3 — THE ADVISORY GOVERNANCE PROPOSALS

PROPOSAL NO. 4 — THE NASDAQ PROPOSAL

PROPOSAL NO. 5 — THE INCENTIVE EQUITY PLAN PROPOSAL

PROPOSAL NO. 6 — THE ADJOURNMENT PROPOSAL

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

OTHER INFORMATION RELATED TO PUBCO

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GSR II METEORA ACQUISITION CORP.

BUSINESS OF BITCOIN DEPOT

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BITCOIN DEPOT

DESCRIPTION OF PUBCO SECURITIES

SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

BENEFICIAL OWNERSHIP OF SECURITIES

OFFICERS AND DIRECTORS OF PUBCO UPON CONSUMMATION OF THE BUSINESS COMBINATION

EXECUTIVE COMPENSATION

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDERS’ RIGHTS

NO APPRAISAL RIGHTS

STOCKHOLDER PROPOSALS AND NOMINATIONS

STOCKHOLDER COMMUNICATIONS

HOUSEHOLDING INFORMATION

SUBMISSION OF STOCKHOLDER PROPOSALS

OTHER MATTERS

WHERE YOU CAN FIND ADDITIONAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

ANNEX A: TRANSACTION AGREEMENT

ANNEX B: FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PUBCO

ANNEX C: FORM OF AMENDED AND RESTATED BYLAWS OF PUBCO

ANNEX D: FORM OF TAX RECEIVABLE AGREEMENT

ANNEX E: FORM OF AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT OF BT OPCO

ANNEX F: SPONSOR SUPPORT AGREEMENT

ANNEX G: FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

ANNEX H: FORM OF BITCOIN DEPOT, INC. 2022 OMNIBUS INCENTIVE PLAN

ANNEX I: FAIRNESS OPINION OF LADENBURG

Coinatmradar.com:

https://coinatmradar.com/country/226/bitcoin-atm-united-states/

https://coinatmradar.com/charts/top-operators/united-states/

https://coinatmradar.com/charts/top-operators/Canada/

Federal Reserve Bank of San Francisco: https://www.frbsf.org/cash/publications/fed-notes/2022/may/2022-findings-from-the-diary-of-consumer-payment-choice/

Travis Credit Union: https://www.traviscu.org/

“Aggregate Phantom Equity Consideration” are to the total dollar value of the consideration payable in respect of the cancellation of the Phantom Equity Awards held by the Phantom Equity Holders immediately prior to the Closing pursuant to the Phantom Equity Plan and Section 2.6 of the Transaction Agreement;

“Amended and Restated Registration Rights Agreement” are to that certain Amended and Restated Registration Rights Agreement to be entered into by and among PubCo, Sponsor, BT Assets and the other holders party thereto;

“BitAccess” are to BitAccess Inc., a Canada corporation;

“BT Assets” are to BT Assets, Inc., a Delaware corporation;

“BT Companies” are to BT OpCo and its subsidiaries;

“BT Entities” are to BT Assets and BT OpCo;

“BT OpCo” and “Bitcoin Depot” are to (i) Lux Vending, LLC, a Georgia limited liability company and wholly-owned subsidiary of BT Assets, before the business combination; and (ii) the BT Surviving Entity, after the business combination;

“BT OpCo Common Units” are to the common units of BT OpCo;

“BT OpCo Earnout Units” are to the (i) Class 1 Earnout Units of BT OpCo, (ii) Class 2 Earnout Units of BT OpCo and (iii) Class 3 Earnout Units of BT OpCo;

“BT OpCo Matching Warrants” are to the warrants to be issued by BT OpCo to PubCo to purchase a number of BT OpCo Common Units equal to the number of shares of PubCo Class A common stock that may be purchased upon the exercise in full of all warrants of PubCo outstanding immediately after Closing;

“BT OpCo Merger” are to the merger of BT OpCo with and into a newly-formed Delaware limited liability company known as “Bitcoin Depot Operating LLC”, with Bitcoin Depot Operating LLC surviving the merger (the “BT Surviving Entity”), and in connection with which BT OpCo will issue the BT OpCo Common Units and certain of the BT OpCo Earnout Units to BT Assets;

“BT Stockholders” are to Brandon Mintz and his affiliates (including, for the avoidance of doubt, BT Assets);

“BT Transaction Bonus Payments” are to all amounts payable pursuant to the arrangements listed on the “BT Transaction Bonus Payments Schedule” of Section 1.1 of the disclosure letter delivered to PubCo on the date of execution of the Transaction Agreement;

“business combination” are to the transactions contemplated by the Transaction Agreement;

“Closing” are to the consummation of the business combination;

“Closing Date” are to the date the Closing takes place;

“Code” are to the U.S. Internal Revenue Code of 1986, as amended;

“Credit Agreement” are to that certain credit agreement dated December 21, 2020, among BT OpCo, as borrower, BT Assets, as guarantor, the subsidiary guarantors party thereto, the financial institutions and institutional investors from time to time party thereto, as lenders, and Silverview Credit Partners, LP, as administrative agent, as amended on March 31, 2022 (and as may be further amended from time to time), which governs the Term Loan;

“Cryptocurrency” means an asset that is issued and/or transferred using distributed ledger or blockchain technology;

“DGCL” are to the General Corporation Law of the State of Delaware;

“Employment Agreements” are to each of the employment agreements, in a form mutually agreed upon by PubCo and BT Assets, to be entered into with certain key employees and BT OpCo and PubCo, which shall be effective as of the Closing;

“Equity Line” are to a committed equity financing facility, which PubCo has agreed to use its commercially reasonable efforts to obtain and make available, for the benefit of PubCo and BT OpCo following the Closing;

“Existing Organizational Documents” are to PubCo’s amended and restated certificate of incorporation (the “Existing Charter”) and bylaws (the “Existing Bylaws”);

“Governmental Authority” are to any federal, national, state, provincial, territorial or municipal government, or any political subdivision of such government, and any agency, commission, department, board, bureau, official, minister, arbitral body (public or private), tribunal or court, whether national, state, provincial, local, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of a nation, state, province or municipal government, or any political subdivision of such authority, including any authority having governmental or quasi-governmental powers, domestic or foreign;

“GSRM” are to GSR II Meteora Acquisition Corp., a Delaware corporation;

“Incentive Equity Plan” are to the Bitcoin Depot, Inc. 2022 Omnibus Incentive Plan in the form mutually agreed upon among the BT Entities and PubCo and attached hereto as Annex H;

“Incentive Issuances” are to the potential issuances by PubCo, which may be made at BT Assets’ sole discretion after reasonable consultation with PubCo, of up to an additional 4,740,000 newly issued shares of PubCo Class A common stock, in the aggregate, to certain persons who may enter into written agreements with PubCo or BT OpCo to (i) invest in the PIPE Subscriptions, (ii) provide an Equity Line, (iii) agree to not redeem any public shares beneficially owned by such person or his, her or its affiliates pursuant to the Existing Organizational Documents in connection with the transactions contemplated in the Transaction Agreement or (iv) provide debt financing;

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

“IPO” are to PubCo’s initial public offering of units, which closed on March 1, 2022;

“Lock-up Period” are to the period beginning on the Closing Date through the date that PubCo issues its fourth quarterly earnings release that occurs at least 60 days after the Closing Date, provided, that: (i) 25% of the Lock-up Shares shall be released from the lock-up upon PubCo issuing its first quarterly earnings release that occurs at least 60 days after the Closing Date; (ii) an additional 25% of the Lock-up Shares shall be released from the lock-up upon PubCo issuing its second quarterly earnings release that occurs at least 60 days after the Closing; and (iii) a further 25% of the Lock-up Shares shall be released from the lock-up upon PubCo issuing its third quarterly earnings release that occurs at least 60 days after the Closing;

“Lock-up Shares” are to with respect to Sponsor, the shares of PubCo common stock and warrants exercisable for shares of PubCo common stock directly or indirectly held by Sponsor;

“Phantom Equity Awards” are to the awards granted under the Phantom Equity Plan;

“Phantom Equity Holder” are to each person who has been granted a Phantom Equity Award under the Phantom Equity Plan;

“Phantom Equity Plan” are to the Lux Vending, LLC d/b/a Bitcoin Depot 2021 Participation Plan;

“PIPE Subscriptions” are to any additional equity or equity linked financing from new or existing investors at or immediately following the Closing;

“Pre-Closing Restructuring” are to the series of reorganizations contemplated by the Transaction Agreement, including (i) the adoption of the PubCo Amended and Restated Bylaws and PubCo Amended and Restated Charter, and (ii) the BT OpCo Merger;

“PubCo” are to (i) GSRM, before the business combination, and (ii) the combined post-business combination company, after the effectiveness of the business combination;

“PubCo Amended and Restated Bylaws” are to the amended and restated bylaws of PubCo that will be in effect immediately prior to the Closing;

“PubCo Amended and Restated Charter” are to the second amended and restated certificate of incorporation of PubCo that will be in effect immediately prior to the Closing;

“PubCo Available Cash” means, in respect of PubCo, an amount equal to the (i) cash available in the Trust Account, minus (ii) any amounts required to satisfy the PubCo Share Redemption Amount, plus (iii) any proceeds from the consummation of the PIPE Subscriptions, plus (iv) any amounts drawn by PubCo in connection with the Closing under the Equity Line (for the avoidance of doubt, any amounts undrawn under the Equity Line in connection with the Closing shall not constitute PubCo Available Cash), minus (v) any unpaid PubCo Transaction Expenses (as defined in the Transaction Agreement) payable in cash as of the Closing;

“PubCo common stock” are to the PubCo Class A common stock, the PubCo Class B common stock, the PubCo Class E common stock, the PubCo Class M common stock, the PubCo Class O common stock, and the PubCo Class V common stock, collectively;

“PubCo Class A common stock” are to (a) prior to giving effect to the business combination, the Class A common stock, par value $0.0001 per share, of GSRM, and (b) after giving effect to the business combination, the Class A common stock, par value $0.0001 per share, of PubCo ( as the combined post-business combination company);

“PubCo Class B common stock” are to (a) prior to giving effect to the business combination, the Class B common stock, par value $0.0001 per share, of GSRM, and (b) after giving effect to the business combination, the Class B common stock, par value $0.0001 per share, of PubCo (as the combined post-business combination company);

“PubCo Class E-1 common stock” are to the Class E-1 common stock, par value $0.0001, of PubCo;

“PubCo Class E-2 common stock” are to the PubCo Class E-2 common stock, par value $0.0001, of PubCo;

“PubCo Class E-3 common stock” are to the PubCo Class E-3 common stock, par value $0.0001, of PubCo;

“PubCo Class E common stock” are to the PubCo Class E-1 common stock, PubCo Class E-2 common stock and PubCo Class E-3 common stock, collectively;

“PubCo Class M common stock” are to PubCo Class M common stock, par value $0.0001, of PubCo;

“PubCo Class O common stock” are to the PubCo Class O common stock, par value $0.0001, of PubCo;

“PubCo Class V common stock” are to the PubCo Class V common stock, par value $0.0001, of PubCo;

“PubCo private placement warrants” are to the warrants issued to certain of PubCo’s initial stockholders in a private placement that closed simultaneously with the closing of the IPO, and which, after the effectiveness of the business combination, will be in the name of PubCo as the combined post-business combination company;

“PubCo public warrants” are to the warrants sold by PubCo as part of the units in the IPO, and which, after the effectiveness of the business combination, will be in the name of the combined post-business combination company;

“PubCo rights” are to the rights, divided into sixteenths, entitling the holder of one whole right to receive one share of PubCo Class A common stock upon the consummation of the business combination;

“PubCo Share Redemption” are to the election of an eligible (as determined in accordance with the Existing Organizational Documents) holder of shares of PubCo Class A common stock to redeem all or a portion of the shares of PubCo Class A common stock held by such holder at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which amount shall be net of taxes payable divided by the number of then issued and outstanding shares of PubCo Class A common stock, which redemption will completely extinguish public stockholders’ rights as stockholders of PubCo;

“PubCo Share Redemption Amount” means the aggregate amount payable from the Trust Account with respect to all PubCo Share Redemptions;

“PubCo Stockholder Approval” are to the approvals for the business combination as required by the Transaction Agreement;

“PubCo Warrants” are to the PubCo public warrants and the PubCo private placement warrants;

“public stockholders” are to the holders of PubCo’s public shares;

“public shares” are to the shares of PubCo Class A common stock sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

“Related Agreements” are to the PubCo Amended and Restated Charter, the BT OpCo Amended and Restated Limited Liability Company Agreement, the Amended and Restated Registration Rights Agreement, the Tax Receivable Agreement and the Sponsor Agreement, collectively;

“Rights Agreement” are to that certain Rights Agreement, dated February 24, 2022, between PubCo and Continental Stock Transfer & Trust Company, as the PubCo rights agent (the “PubCo Rights Agent”);

“Sponsor” are to GSR II Meteora Sponsor, LLC, a Delaware limited liability company;

“Sponsor Agreement” are to that certain Sponsor Agreement, dated as of August 24, 2022, by and among Sponsor, PubCo and BT Assets;

“Tax Receivable Agreement” are to that certain Tax Receivable Agreement to be entered into by and among PubCo, BT OpCo and BT Assets;

“Term Loan” are to the initial term loans in an aggregate principal amount of $25.0 million, comprised of two $12.5 million tranches (the “Initial Term Loans”); (ii) a $15.0 million delayed draw term loan facility (the “Delayed Draw Loan”); and (iii) a $5.0 million tranche 3 term loan (the “Tranche 3 Loan”), pursuant to the Credit Agreement;

“Transaction Agreement” are to the Transaction Agreement, dated as of August 24, 2022, by and among PubCo, Sponsor, BT Assets and BT OpCo;

“Transactions” means the business combination;

“Trigger Date” are to the date on which BT Stockholders cease to beneficially own in the aggregate (directly or indirectly) a number of shares of PubCo Class M common stock and PubCo Class V common stock that, in the aggregate, is at least twenty percent (20%) of the voting power represented by the shares of PubCo Class V common stock held by BT Stockholders as of immediately after Closing;

“Trust Account” are to the trust account for the benefit of PubCo, certain of its public stockholders and the underwriter of the IPO;

“Trust Agreement” are to that certain Investment Management Trust Agreement, dated as of February 24, 2022, between PubCo and Continental Stock Transfer & Trust Company, as trustee;

“Trust Amount” are to the amount of cash available in the Trust Account as of the Closing, after deducting the amount required to satisfy PubCo’s obligations to its stockholders (if any) that exercise their redemption rights;

“units” are to PubCo’s units sold in the IPO, each of which consists of one share of PubCo Class A common stock, one PubCo public warrant and one-sixteenth of one PubCo right; and

“Warrant Agreement” are to that certain Warrant Agreement, dated as of February 24, 2022, between Continental Stock Transfer & Trust Company, as warrant agent, and PubCo.

no stockholders elect to have any of their shares of PubCo Class A common stock redeemed;

6,326,252 shares of PubCo Class A common stock are issued in connection with the Sponsor exchanging 6,326,252 shares of PubCo Class B common stock for 6,326,252 shares of PubCo Class A common stock in connection with the business combination;

1,579,998 shares of PubCo Class E common stock are issued in connection with the Sponsor exchanging 1,579,998 shares of PubCo Class B common stock for 1,579,998 shares of PubCo Class E common stock in connection with the business combination;

44,100,000 shares of PubCo Class V common stock are issued in connection with the business combination;

no person, including Sponsor, BT OpCo or BT Assets, purchases shares of PubCo Class A common stock in the open market; and

there are no other issuances of equity interests (including no Incentive Issuances) of PubCo or BT OpCo prior to or in connection with the business combination.

No Redemptions: this scenario assumes that no shares of PubCo Class A common stock are redeemed.

Assuming 50% Redemptions: this scenario assumes that 15,812,500 shares of PubCo Class A common stock are redeemed for an aggregate payment of approximately $161.4 million (based on the estimated per share redemption price of approximately $10.21 per share) from the Trust Account.

Assuming Maximum Redemptions: this scenario assumes that 24,524,184 shares of PubCo Class A common stock are redeemed for an aggregate payment of approximately $250.3 million (based on the estimated per share redemption price of approximately $10.21 per share) from the Trust Account, which represents the maximum number of shares that may be redeemed without causing the PubCo Minimum Cash condition to the Closing of the business combination to not be satisfied. Assuming the maximum redemptions and that there are no PIPE Subscriptions and no amount has been drawn by PubCo in connection with the Closing under the Equity Line, the Minimum Condition PubCo

Available Cash (as defined in the Transaction Agreement) will be comprised of $53.9 million of PubCo Available Cash, less certain BT Transaction Expenses (as defined in the Transaction Agreement) and BT Closing Indebtedness (as defined in the Transaction Agreement) payable in accordance with the terms of the Transaction Agreement. PubCo Available Cash of $53.9 million comprises the cash held in the Trust Account after giving effect to the PubCo Share Redemptions, less any unpaid PubCo Transaction Expenses (as defined in the Transaction Agreement) of $18.6 million, which allows for Over the Top Consideration (as defined in the Transaction Agreement) of $25.9 million to be paid to BT Assets and Contribution Amount (as defined in the Transaction Agreement) of $28.0 million to be paid to BT OpCo.

the parties’ ability to consummate the business combination or, if the parties do not complete the business combination, any other initial business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the stockholders of PubCo is not obtained;

estimates and forecasts of financial and performance metrics and expectations and timing related to potential benefits, terms and timing of the business combination;

risks relating to the uncertainty of the projected financial information with respect to the combined company;

failure to realize the anticipated benefits of the business combination;

the occurrence of any other event, change or other circumstances that could give rise to the termination of the Transaction Agreement;

the ability to maintain the listing of PubCo Class A common stock and PubCo public warrants on Nasdaq following the business combination;

any other satisfaction or waiver (if applicable) of the conditions to the business combination, including, among other things, the satisfaction or waiver of certain customary closing conditions, including, among others, the existence of no material adverse effect and the receipt of certain stockholder approvals contemplated by this proxy statement;

the ability of PubCo to issue equity or equity-linked securities or otherwise raise financing in connection with the business combination or in the future;

PubCo’s public securities’ liquidity and trading;

members of PubCo’s management team allocating their time to other businesses and potentially having conflicts of interest with PubCo’s business or in approving the business combination;

the use of proceeds not held in the Trust Account or available to PubCo from interest income on the Trust Account balance;

the future financial performance of PubCo following the business combination;

PubCo’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the business combination;

PubCo’s ability to manage future growth;

PubCo’s ability to develop new products and services, bring them to market in a timely manner, and make enhancements to its business;

the effects of competition on PubCo’s future business;

market adoption and future performance of cryptocurrencies;

changes in domestic and foreign business, financial, political and legal conditions;

future global, regional or local economic and market conditions;

the amount of redemption requests made by PubCo’s public stockholders;

PubCo’s ability to pay dividends on the PubCo Class A common stock following the business combination;

the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries;

the development, effects and enforcement of laws and regulations; and

those factors described or referenced in this proxy statement, PubCo’s final IPO 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, under the heading “Risk Factors,” and other documents of PubCo filed, or to be filed, from time to time with the Securities and Exchange Commission (“SEC”).

GSR II Meteora Acquisition Corp., a Delaware corporation, is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”).

There are currently 31,625,000 shares of PubCo Class A common stock issued and outstanding, in addition to 7,906,250 shares of PubCo Class B common stock issued and outstanding. There are currently 1,976,562 whole PubCo rights currently outstanding. In addition, there are currently 43,848,750 PubCo Warrants outstanding, consisting of 31,625,000 PubCo public warrants originally sold as part of the units in the IPO and 12,223,750 PubCo private placement warrants issued to Sponsor concurrently with the closing of the IPO in the private placement. Each warrant entitles the holder to purchase one whole share of PubCo Class A common stock for $11.50 per share. The warrants will become exercisable on the date that is 30 days after the Closing. Additionally, the warrants will expire five years after the Closing or earlier upon redemption or liquidation. Once such PubCo public warrants become exercisable, PubCo may redeem the outstanding PubCo public warrants, in whole and not in part, (A) for cash at a price of $0.01 per warrant, if the last reported sale price of PubCo Class A common stock for any 20 trading days equals or exceeds $18.00 per share within a 30 trading-day period ending on the third trading day prior to the date on which PubCo sends the notice of redemption to the PubCo public warrant holders or (B) for PubCo Class A common stock at a price of $0.10 per warrant, if the last reported sale price of PubCo Class A common stock for any 20 trading days equals or exceeds $18.00 per share within a 30 trading-day period ending on the third trading day prior to the date on which PubCo sends the notice of redemption to the warrant holders.

In connection with the Closing, PubCo will issue to each public stockholder one share of PubCo Class A common stock in exchange for each whole PubCo right originally sold as part of the units in the IPO. All other PubCo rights not exchanged for shares of PubCo Class A common stock will expire upon consummation of the business combination.

BT OpCo is a leading operator of Bitcoin ATMs (“BTMs”). See the section entitled “Business of Bitcoin Depot.”

On August 24, 2022, PubCo entered into the Transaction Agreement, pursuant to which (among other things) the following shall occur:

prior to the Closing, BT Assets and PubCo will effect the Pre-Closing Restructuring, which will include (a) consummating the BT OpCo Merger, pursuant to which BT OpCo will issue BT OpCo Common Units and certain BT OpCo Earnout Units to BT Assets, (b) the BT Surviving Entity will amend and restate its limited liability company agreement in the form attached to this proxy statement as Annex E and (c) PubCo will amend and restate the Existing Charter and Existing Bylaws, in the form of Annex B and Annex C, respectively; and

prior to or upon the Closing, (i) PubCo will pay cash to BT Assets in exchange for certain BT OpCo Common Units, (ii) PubCo will contribute cash to BT OpCo in exchange for certain BT OpCo Common Units, BT OpCo Matching Warrants and a number of BT OpCo Earnout Units equal to the number of shares of PubCo Class E common stock issued to Sponsor, (iii) Sponsor will exchange all of its shares of PubCo Class B common stock for newly issued shares of PubCo Class A common stock and, subject to the terms of conversion or forfeiture and cancellation set forth in the Sponsor Agreement, PubCo Class E common stock, (iv) BT Assets will subscribe for

newly issued shares of PubCo Class V common stock and (v) PubCo may issue a certain number of additional shares of newly issued PubCo Class A common stock to persons who may enter into written agreements with PubCo or BT OpCo in connection with the Incentive Issuances, if any. As a result of and immediately following the Closing, assuming no redemptions of shares of PubCo Class A common stock and no Incentive Issuances in connection with the business combination, BT Assets and PubCo will hold approximately 51.4% and 48.6%, respectively, of the issued and outstanding BT OpCo Common Units. Following the Closing, PubCo’s assets will consist solely of its interests in BT OpCo.

In connection with the execution of the Transaction Agreement, PubCo also entered into the following agreement:

Sponsor Agreement. PubCo entered into the Sponsor Agreement with Sponsor and BT Assets, pursuant to which Sponsor agreed to vote in favor of the Proposals (as defined below), in each case, subject to the terms and conditions contemplated by the Sponsor Agreement. Sponsor also agreed to (a) waive certain anti-dilution protections to which it may be entitled to under PubCo’s organizational documents or otherwise, certain transfer restrictions on any PubCo common stock and PubCo warrants, PubCo rights or other equity interests of PubCo owned by Sponsor, and (b) not to approve any business combination other than a business combination with BT Assets, its stockholders and their respective affiliates and representatives. For more information about the Sponsor Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Agreement.”

In connection with the Closing, PubCo will adopt or enter into, among other things, the following instruments and agreements:

PubCo Amended and Restated Charter. Pursuant to the terms of the Transaction Agreement, the PubCo Amended and Restated Charter will be the certificate of incorporation of PubCo following the Closing, which will, among other things, provide for six classes of stock, (i) the PubCo Class A common stock, which represents the current outstanding shares of PubCo common stock held by the public stockholders of PubCo and which will be issued to (A) Sponsor in connection with the conversion of Sponsor’s PubCo Class B common stock and (B) persons who may enter into written agreements with PubCo or BT OpCo in connection with the Incentive Issuances, if any, (ii) the PubCo Class B common stock, which is currently held by Sponsor and which will convert into shares of PubCo Class A common stock and PubCo Class E common stock in connection with the Closing, (iii) the PubCo Class E common stock, which will be subdivided into PubCo Class E-1 common stock, PubCo Class E-2 common stock and PubCo Class E-3 common stock and are subject to conversion into shares of PubCo Class A common stock upon achievement of milestones for the per share price of PubCo Class A common stock during the applicable earn-out period agreed to by the parties, and any such shares of PubCo Class E common stock that are not converted into shares of PubCo Class A common stock will be cancelled upon the expiration of the applicable earn-out periods, (iv) the PubCo Class M common stock, none of which will be issued and outstanding at Closing, (v) the PubCo Class O common stock, none of which will be issued and outstanding at Closing and (vi) the PubCo Class V common stock, which will be issued to BT Assets in connection with the Closing. For more information about the PubCo Amended and Restated Charter, see section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — PubCo Amended and Restated Charter.”

BT OpCo Amended and Restated Limited Liability Company Agreement. At the Closing, BT OpCo, PubCo and BT Assets will enter into the Amended and Restated Limited Liability Company Agreement of BT OpCo (“BT OpCo Amended and Restated Limited Liability Company Agreement”), which will set forth, among other things, the rights and obligations of the members and managing member of BT OpCo. For more information about the BT OpCo Amended and Restated Limited Liability Company Agreement, see the section entitled “Proposal No. 1 — The

Business Combination Proposal — Related Agreements — BT OpCo Amended and Restated Limited Liability Company Agreement.”

Amended and Restated Registration Rights Agreement. At the Closing, PubCo, Sponsor, BT Assets, and the other parties signatory thereto will enter into the Amended and Restated Registration Rights Agreement, which will amend and restate the Registration Rights Agreement, dated as of February 24, 2022, by and among PubCo, Sponsor and the other holders party thereto. Pursuant to the Amended and Restated Registration Rights Agreement, PubCo will agree to file a registration statement for a shelf registration on Form S-1 or Form S-3 within 45 days following Closing and Sponsor and BT Assets will be granted certain customary registration rights with respect to the securities of PubCo. For more information about the Amended and Restated Registration Rights Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Amended and Restated Registration Rights Agreement.”

Tax Receivable Agreement. At the Closing, PubCo will enter into a Tax Receivable Agreement with BT OpCo and BT Assets. Pursuant to the Tax Receivable Agreement, PubCo will generally be required to pay BT Assets 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign income taxes that PubCo realizes, or in certain circumstances is deemed to realize, as a result of certain tax attributes (the “Tax Attributes”), including:

existing tax basis in certain assets of BT OpCo, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to BT OpCo Common Units acquired by PubCo at the Closing and thereafter in accordance with the terms of the BT OpCo Amended and Restated Limited Liability Company Agreement;

tax basis adjustments resulting from PubCo’s acquisition of BT OpCo Common Units from BT Assets at the Closing and thereafter pursuant to the terms of the BT OpCo Amended and Restated Limited Liability Company Agreement (including any such adjustments resulting from certain payments made by PubCo under the Tax Receivable Agreement);

disproportionate tax-related allocations as a result of Section 704(c) of the Code; and

tax deductions in respect of interest payments deemed to be made by PubCo in connection with the Tax Receivable Agreement.

Unless waived by PubCo, BT Assets, and BT OpCo, the Closing is subject to a number of conditions set forth in the Transaction Agreement, including, among others, receipt of the requisite stockholder approval of the Transaction Agreement and the transactions contemplated thereby, and certain other Proposals as contemplated by this proxy statement. For more information about the conditions to the Closing of the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Conditions to the Closing of the Business Combination.”

The Transaction Agreement may be terminated at any time prior to the Closing upon mutual written agreement by BT Assets and PubCo, or by BT Assets or PubCo unilaterally, in specified circumstances. For more information about the termination rights under the Transaction Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Termination.”

The proposed business combination involve numerous risks. For more information about these risks, please read the section of this proxy statement entitled “Risk Factors.”

Under the Existing Organizational Documents, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the

Existing Organizational Documents. As of September 30, 2022, this would have amounted to approximately $10.21 per share. If a holder exercises his, her or its redemption rights, then such holder will be exchanging his, her or its PubCo Class A common stock for cash and will no longer own shares of PubCo. Such a holder will be entitled to receive cash for its public shares only if such holder properly demands redemption and delivers his, her or its shares (either physically or electronically) to PubCo’s transfer agent in accordance with the procedures described herein. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his, her or it, or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from seeking redemption rights with respect to more than 15% of the PubCo Class A common stock included in the units sold in the IPO, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. Each redemption of PubCo Class A common stock by PubCo’s public stockholders will decrease the amount in the Trust Account, which held approximately $322.8 million as of September 30, 2022. In no event will PubCo redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001. See the section entitled “Special Meeting of PubCo Stockholders — Redemption Rights.”

It is anticipated that, upon completion of the business combination and assuming no redemptions of shares of PubCo Class A common stock in connection with the business combination and no Incentive Issuances, PubCo’s ownership will be as follows: (a) PubCo’s public stockholders will own approximately 39.4% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class A common stock) (representing 7.0% of the voting power of PubCo); (b) the Sponsor will own approximately 9.2% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class A common stock) (representing 1.3% of the voting power of PubCo); and (c) BT Assets will own approximately 51.4% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class V common stock, which will be non-economic and represents approximately 91.7% of the voting power in PubCo as the PubCo Class V common stock will carry ten votes per share). In turn, PubCo will hold approximately 48.6% of the BT OpCo Common Units and BT Assets will hold approximately 51.4% of the BT OpCo Common Units. These levels of ownership interest assume that no shares are elected to be redeemed in connection with the business combination and that there no Incentive Issuances.

It is anticipated that, upon completion of the business combination, (a) PubCo’s public stockholders will own 31,625,000 PubCo warrants and (b) Sponsor will own 6,326,252 shares of PubCo Class A common stock, 526,666 shares of PubCo Class E-1 common stock, 526,666 shares of PubCo Class E-2 common stock, 526,666 shares of PubCo Class E-3 common stock and 12,223,750 PubCo warrants. PubCo’s public stockholders and warrant holders will receive no monetary consideration in connection with the completion of the business combination. Based on an assumed value of a share of PubCo Class A common stock of $10.21 and assuming no redemptions of shares of PubCo Class A common stock and no Incentive Issuances in connection with the business combination, the aggregate value of consideration holders of PubCo common stock will receive for their shares pursuant to the business combination is approximately $322.8 million. Holders of the PubCo public warrants, which are exercisable for one share of PubCo Class A common stock at an exercise price of $11.50 per share, will be in the same form as originally issued, except they will be in the new name of PubCo; however, depending on the price of PubCo Class A common stock following the business combination, such warrants may have no value and may expire worthless or otherwise be redeemed in accordance with their terms. Holders of whole PubCo rights will be directed by PubCo to exchange PubCo rights for full shares of PubCo Class A common stock.

PubCo’s board of directors considered various factors in determining whether to approve the Transaction Agreement and the business combination. For more information about PubCo’s decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — PubCo’s Board of Directors’ Reasons for the Approval of the Business Combination.”

In addition to voting on the proposal to approve and adopt the Transaction Agreement and the business combination (the “Business Combination Proposal”) at the special meeting, PubCo’s stockholders will also be asked to vote on:

a proposal to approve and adopt the proposed second amended and restated certificate of incorporation (“Proposed Charter”) of the combined post-business combination company (also referred to herein as “PubCo”), in the form attached to this proxy statement as Annex B, which if approved, and assuming the Business Combination Proposal and the Nasdaq Proposal (defined below) are approved, will take effect immediately prior to the Closing of the business combination (the “Charter Proposal”);

proposals, on a non-binding advisory basis, approving certain material differences between PubCo’s Existing Charter and the Proposed Charter, which are being presented separately in accordance with the requirements of the SEC as four different sub-proposals (collectively, the “Advisory Governance Proposals”);

a proposal to approve the issuance of shares of PubCo in connection with the business combination pursuant to applicable Nasdaq listing rules (the “Nasdaq Proposal”);

a proposal to approve and adopt the Bitcoin Depot, Inc. 2022 Omnibus Incentive Plan in the form mutually agreed upon among BT OpCo, BT Assets and PubCo and attached hereto as Annex H (the “Incentive Equity Plan Proposal”); and

a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal, the “Proposals”).

Why am I receiving this proxy statement?

PubCo stockholders are being asked to consider and vote upon, among other things, a proposal to (a) approve and adopt the Transaction Agreement, pursuant to which, among other transactions, PubCo will enter into a series of transactions with Sponsor, BT Assets and BT OpCo, upon which PubCo will change its name to “Bitcoin Depot Inc.” (and the combined post-business combination company will be reorganized into an umbrella partnership C corporation (or “Up-C”) structure).

What is being voted on at the special meeting?

Below are the proposals on which PubCo stockholders will vote at the special meeting.

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement and (b) approve the business combination.

Proposal No. 2 —The Charter Proposal — To consider and vote upon a proposal to approve and adopt the Proposed Charter in the form attached to the accompanying proxy statement as Annex B, which if approved, and assuming the Business Combination Proposal and the Nasdaq Proposal are approved, will take effect immediately prior to the Closing.

The Advisory Governance Proposals — To consider and vote upon the following proposals, on a non-binding advisory basis, approving certain material differences between the Existing Charter and the Proposed Charter, which are being presented separately in accordance with the requirements of the SEC as four different sub-proposals:

Proposal No. 3A — Advisory Governance Proposal A — To authorize the change in the authorized capital stock of PubCo from 100,000,000 shares of PubCo Class A common stock, par value $0.0001 per share, 20,000,000 shares of PubCo Class B common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, to 800,000,000 shares of PubCo Class A common stock, par value $0.0001 per share (which shall be entitled to one vote per share), 20,000,000 shares of PubCo Class B common stock, par value $0.0001 per share (which shall be entitled to one vote per share), 750,000 shares of PubCo Class E-1 common stock, par value $0.0001 per share (which shall not be entitled to vote), 750,000 shares of PubCo Class E-2 common stock, par value $0.0001 per share (which shall not be entitled to vote), 750,000 shares of PubCo Class E-3 common stock, par value $0.0001 per share (which shall not be entitled to vote), 300,000,000 shares of PubCo Class M common stock, par value $0.0001 per share (which shall be entitled to ten votes per share), 800,000,000 shares of PubCo Class O common stock, par value $0.0001 per share (which shall be entitled to one vote per share) and 300,000,000 shares of PubCo Class V common stock, par value $0.0001 per share (which shall be entitled to ten votes per share), and an unlimited number of shares of preferred stock, par value $0.0001 per share.

Proposal No. 3B — Advisory Governance Proposal B — To eliminate provisions specific to PubCo’s status as a blank check company that will serve no purpose following the consummation of the business combination.

Proposal No. 3C — Advisory Governance Proposal C — To declassify the board of directors of PubCo with the result being that each director will be elected annually for a term of one year.

Proposal No. 3D — Advisory Governance Proposal D — To require the approval by affirmative vote of holders of at least 66 2/3% of the voting power of PubCo’s then-outstanding shares of capital stock entitled to vote generally at an election of directors to make any amendment to certain provisions of the PubCo Amended and Restated Charter.

Proposal No. 4 — The Nasdaq Proposal — To consider and vote upon a proposal to approve the issuance of shares of PubCo in connection with the business combination pursuant to applicable Nasdaq listing rules;

Proposal No. 5 — The Incentive Equity Plan Proposal — To consider and vote upon a proposal to approve and adopt the Bitcoin Depot, Inc. 2022 Omnibus Incentive Plan in the form mutually agreed upon among BT OpCo, BT Assets and PubCo and attached hereto as Annex H;

Proposal No. 6 — The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals and the Nasdaq Proposal and the Incentive Equity Plan Proposal.

What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

PubCo’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders.

Are the Proposals conditioned on one another?

Yes. Per the terms of the Transaction Agreement, the Closing is conditioned on the approval of the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal. The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal, meaning if the Business Combination Proposal and Nasdaq Proposal are not approved, the Charter Proposal will have no effect, even if approved by PubCo’s stockholders. The Incentive Equity Plan Proposal is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal, meaning if the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are not approved, the Incentive Equity

Why is PubCo providing stockholders with the opportunity to vote on the business combination?

Under the Existing Organizational Documents, PubCo must provide all holders of PubCo Class A common stock with the opportunity to redeem their public shares upon the consummation of an initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, PubCo has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, PubCo is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the Closing. The approval of PubCo’s stockholders of the Business Combination Proposal is also a condition to closing in the Transaction Agreement. Holders of PubCo’s warrants are not entitled to vote on the business combination. Under the Existing Organizational Documents, the PubCo Warrants do not have redemption rights in connection with the business combination.

What will happen in the business combination?

On August 24, 2022, PubCo, Sponsor, BT Assets and BT OpCo entered into the Transaction Agreement, pursuant to which (among other things) the following shall occur:

prior to the Closing, BT Assets and PubCo will effect the Pre-Closing Restructuring, which will include (a) consummating the BT OpCo Merger, pursuant to which BT OpCo will issue BT OpCo Common Units and certain BT OpCo Earnout Units to BT Assets, (b) the BT Surviving Entity amending and restating its limited liability company agreement in the form attached to this proxy statement as Annex E and (c) PubCo amending and restating the Existing Organizational Documents, in the form of Annex B and Annex C, respectively; and

prior to or upon the Closing, (i) PubCo will pay cash to BT Assets in exchange for certain BT OpCo Common Units, (ii) PubCo will contribute cash to BT OpCo in exchange for certain BT OpCo Common Units, BT OpCo Matching Warrants and a number of BT OpCo Earnout Units equal to the number of shares of PubCo Class E common stock issued to Sponsor, (iii) Sponsor will exchange all of its shares of PubCo Class B common stock for newly issued shares of PubCo Class A common stock and, subject to the terms of conversion or forfeiture and cancellation set forth in the Sponsor Agreement, PubCo Class E common stock, (iv) BT Assets will subscribe for newly issued shares of PubCo Class V common stock, of PubCo and (v) PubCo may issue a certain number of additional shares of newly issued PubCo Class A common stock to persons who may enter into written agreements with PubCo or BT OpCo in connection with the Incentive Issuances, if any. As a result of and immediately following the Closing, assuming no redemptions of shares of PubCo Class A common stock and no Incentive Issuances in connection with the business combination, BT Assets and PubCo will hold approximately 51.4% and 48.6%, respectively, of the issued and outstanding BT OpCo Common Units. Following the Closing, PubCo’s assets will consist solely of its interests in BT OpCo.

What factors did PubCo’s board of directors consider in connection with its decision to recommend voting in favor of the business combination?

PubCo’s board of directors considered a variety of factors in connection with its decision to recommend voting in favor of the business combination. Some of these factors include, but are not limited to:

Review of Bitcoin Depot’s historical financials and projected financials;

Bitcoin Depot’s customer contracts;

Bitcoin Depot’s existing debt financing agreements;

Bitcoin Depot’s compliance policies and systems;

Discussions with Bitcoin Depot management;

Discussions with investment professionals in the ATM, payments and cryptocurrency industries;

Management presentation materials from Bitcoin Depot;

Financial data of public companies that are comparable to Bitcoin Depot; and

Discussions with and opinion of PubCo’s fairness opinion advisor.

What conditions must be satisfied to complete the business combination?

There are a number of closing conditions in the Transaction Agreement, including, but not limited to, the approval by PubCo’s stockholders of the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal. For more information about the conditions to the Closing of business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Conditions to the Closing of the Business Combination.”

How will PubCo be managed and governed following the business combination?

The board of directors of PubCo immediately post-Closing will consist of seven directors, (i) two directors designated by Sponsor, and (ii) five directors designated by BT Assets prior to Closing.

How will BT OpCo be managed and governed following the business combination?

Following the business combination, BT OpCo shall be managed, operated and controlled at the sole, absolute and exclusive direction of PubCo as managing member of BT OpCo. BT OpCo’s organizational structure will be an “Up-C” structure, as described further below.

What equity stake will current PubCo stockholders, the Sponsor and BT Assets hold in PubCo following the consummation of the business combination?

The following tables illustrate varying estimated ownership levels immediately following consummation of the business combination and the dilution that the PubCo stockholders may experience based on the varying levels of redemptions by the holders of PubCo Class A common stock.

Includes 31,625,000 shares of PubCo Class A common stock issued at PubCo’s IPO, 1,976,562 shares of PubCo Class A common stock converted from PubCo rights issued at PubCo’s IPO, and 200,000

Includes 6,326,252 shares of PubCo Class A common stock and PubCo Class E common stock that comprises 526,666 shares of PubCo Class E-1 common stock, 526,666 shares of PubCo Class E-2 common stock, and 526,666 shares of PubCo Class E-3 common stock that were converted from 7,906,250 shares of Class B common stock held by the Sponsor at the Closing of the business combination. PubCo Class E common stock represents equity-classified earnouts to the Sponsor and is subject to forfeitures.

Includes 44,100,000 non-economic super voting shares of PubCo Class V common stock issued to BT Assets at the Closing of the business combination. These are convertible into shares of PubCo Class M common stock, which are economically equivalent to the shares of PubCo Class A common stock. However, each share of PubCo Class M common stock is entitled to ten votes per share whereas each share of PubCo Class A common stock is entitled to one vote per share.

Percentage totals may not foot due to rounding.

Includes the impact of the exercise of 31,625,000 PubCo public warrants.

Includes the impact of the exercise of 12,223,750 PubCo private placement warrants.

Includes the impact of the conversion of BT OpCo Earnout Units, which comprises 5,000,000 Class 1 Earnout Units of BT OpCo, 5,000,000 Class 2 Earnout Units of BT OpCo, and 5,000,000 Class 3 Earnout Units of BT OpCo held by BT Assets, to BT OpCo Common Units and an equal number of non-economic super voting shares of PubCo Class V common stock.

Percentage totals may not foot due to rounding.

Based on a post-transaction equity value of the combined company of $1,373.78 million.

Based on a post-transaction equity value of the combined company of $1,120.62 million.

Based on a post-transaction equity value of the combined company of $981.15 million.

Represents the number of pro forma shares of common stock of the combined company, excluding potential shares of common stock from dilutive securities, following the business combination, under the no and maximum redemptions scenarios.

Represents the Base Scenario plus the full exercise of 31,625,000 PubCo Public Warrants for a cash exercise price of $11.50 per share.

Represents the Base Scenario plus the full exercise of 12,223,750 PubCo Private Placement Warrants for a cash exercise price of $11.50 per share.

Represents the Base Scenario plus the full conversion of 5,000,000 BT OpCo Class 1 Earn-Out Units, 5,000,000 BT OpCo Class 2 Earn-Out Units, and 5,000,000 BT OpCo Class 3 Earn-Out Units held by BT Assets, into an equal number of BT OpCo Common Units after the occurrence of the First Milestone, Second Milestone, and Third Milestone (as defined in the Earn-out Consideration section above), respectively, along with an equal number of non-economic super voting shares of PubCo Class V common stock. These are convertible into shares of PubCo Class M common stock, which are economically equivalent to the shares of PubCo Class A common stock. However, each share of PubCo Class M common stock is entitled to ten votes per share whereas each share of PubCo Class A common stock is entitled to one vote per share.

Represents the Base Scenario plus (i) the full exercise of PubCo Public Warrants and PubCo Private Placement Warrants and (ii) full conversion of BT OpCo Class 1 Earn-Out Units, BT OpCo Class 2 Earn-Out Units, and BT OpCo Class 3 Earn-Out Units in accordance with the terms described above.

What are the effective fees payable to the underwriter on a percentage basis for PubCo Class A common stock based on the level of redemptions?

Upon completion of an initial business combination, PubCo agreed to pay Oppenheimer & Co Inc. (“Oppenheimer”) an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, or approximately $11.1 million in the aggregate, which fees are not impacted by the size of such transaction or the level of redemptions associated therewith. In addition, PubCo has separately incurred and paid approximately $4.0 million, net of reimbursement, of underwriting fees upon the closing of the IPO, for aggregate fees of approximately $15.1 million. The following table illustrates the effective fees payable to Oppenheimer on a percentage basis for PubCo Class A common stock at each redemption level identified below.

Shares of PubCo Class A common stock

Trust proceeds to Bitcoin Depot

Fees payable to the Underwriter

Effective Fees⁽¹⁾

Based on the estimated per share redemption price of approximately $10.21 per share.

What will the value of the shares of PubCo common stock be upon consummation of the business combination?

The following table illustrates the trust value per share to a public stockholder that elects not to redeem across a range of varying redemption scenarios.

Trust value

Total public shares of common stock

Trust value per share of PubCo Class A common stock

Redemptions ($)

Redemptions (Shares)

Fees and Expenses⁽¹⁾

Cash left in trust account post redemption minus fees and expenses

Shares of PubCo Class A common stock post redemption

Trust Value Per Public Share of PubCo Class A common stock

Includes the estimated fees and expenses payable by PubCo and the BT Entities in connection with the business combination, inclusive of $11.1 million for the business combination marketing fee.

What percentage of voting power will current PubCo stockholders, the Sponsor and BT Assets hold in PubCo following the consummation of the business combination?

The following tables illustrate the estimated voting power in PubCo immediately following the consummation of the business combination and the dilution that the PubCo stockholders who elect not to redeem their public shares may experience in connection with the business combination, based on the varying levels of redemptions by the redeeming public stockholders:

PubCo public shares⁽¹⁾

PubCo Sponsor shares⁽²⁾

Cumulative PubCo Stockholders

Existing BT Assets owners interest in PubCo⁽³⁾

Total

Includes 31,625,000 shares of PubCo Class A common stock issued at PubCo’s IPO, 1,976,562 shares of PubCo Class A common stock converted from PubCo rights issued at PubCo’s IPO, and 200,000 shares of PubCo Class A common stock issued as part of the BitAccess Buyout under the no redemptions scenario. The maximum redemptions scenario assumes that 24,524,184 shares of PubCo Class A common stock are redeemed in connection with the business combination, which is the maximum number of shares that may be redeemed without causing the PubCo Minimum Cash condition to the Closing of the business combination to not be satisfied.

Includes 6,326,252 shares of PubCo Class A common stock that were converted from              shares of PubCo Class B common stock held by the Sponsor at the Closing of the business combination.

Includes 44,100,000 non-economic super voting shares of PubCo Class V common stock issued to BT Assets at the Closing of the business combination. The shares of PubCo Class V common stock carry substantially the same rights as the PubCo Class A common stock, except that each share of PubCo Class V common stock carries ten votes per share rather than one vote per share.

Percentage totals may not foot due to rounding.

PubCo public shares⁽¹⁾

PubCo Sponsor shares⁽²⁾

Cumulative PubCo Stockholders

Existing BT Assets owners interest in PubCo⁽³⁾

Total

Includes the impact of the exercise of 31,625,000 PubCo public warrants.

Includes the impact of the exercise of 12,223,750 PubCo private placement warrants and conversion of PubCo Class E common stock, which comprises 526,666 shares of PubCo Class E-1 common stock, 526,666 shares of PubCo Class E-2 common stock, and 526,666 shares of PubCo Class E-3 common stock that were converted from shares of PubCo Class B common stock held by the Sponsor at the Closing of the business combination, to PubCo Class A common stock.

Includes the impact of the conversion of BT OpCo Earnout Units, which comprises 5,000,000 Class 1 Earnout Units of BT OpCo, 5,000,000 Class 2 Earnout Units of BT OpCo, and 5,000,000 Class 3 Earnout Units of BT OpCo held by BT Assets, to BT OpCo Common Units and an equal number of non-economic super voting shares of PubCo Class V common stock. The shares of PubCo Class V common stock carry substantially the same rights as the Class A common stock, except that each share of PubCo Class V common stock carries ten votes per share rather than one vote per share.

Percentage totals may not foot due to rounding.

What is an “Up-C” Structure?

PubCo’s corporate structure following this transaction is commonly referred to as an umbrella partnership-C corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering either directly or through a business combination with a special purpose acquisition company, such as PubCo. The Up-C structure will allow BT Assets and its owners to retain their direct and indirect equity ownership in BT OpCo and to continue to realize the tax benefits associated with owning interests in an entity that is treated as a “flow-through” entity for U.S. federal income tax purposes following the business combination. Stockholders of PubCo following the business combination will, by contrast, hold their equity ownership in an entity that is a corporation for U.S. federal income tax purposes, in the form of shares of PubCo Class A common stock. One of the tax benefits to BT Assets and its owners associated with this structure is that future taxable income of BT OpCo that is allocated to BT Assets will be taxed on a flow-through basis and, therefore, will not be subject to corporate taxes at the entity level. Additionally, because BT Assets may redeem or exchange its BT OpCo Common Units for newly issued shares of PubCo Class A common stock or PubCo Class M common stock or, in certain circumstances and at PubCo’s option, for cash, the Up-C structure also provides BT Assets with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. BT Assets and its owners also expect to benefit from the Up-C structure as a result of the Tax Receivable

Why is PubCo proposing the Nasdaq Proposal?

PubCo is proposing the Nasdaq Proposal in order to comply with Nasdaq listing rules, which require stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities or the issuance of stock or securities to any director, officer or “Substantial Stockholder”. In connection with the business combination, PubCo is seeking stockholder approval for the issuance of (subject to customary terms and conditions, including the Closing): (a) 6,326,252 shares of PubCo Class A common stock and 526,666 shares of PubCo Class E-1 common stock, 526,666 shares of PubCo Class E-2 common stock and 526,666 shares of PubCo Class E-3 common stock to Sponsor, (b) 44,100,000 shares of PubCo Class V common stock to BT Assets and (c) 33,801,562 shares of PubCo Class A common stock to the public stockholders. Because the number of securities that PubCo will issue in connection with the business combination is equal to 20% or more of PubCo’s outstanding voting power and outstanding common stock and will issue stock or securities to a “Substantial Stockholder” in excess of amounts that may be issued without stockholder approval, it is required to obtain stockholder approval of such issuances pursuant to Nasdaq listing rules. Stockholder approval of the Nasdaq Proposal is also a condition to closing in the Transaction Agreement. See the section entitled “Proposal No. 3 — The Nasdaq Proposal” for additional information.

What happens if I sell my PubCo Class A common stock before the special meeting?

The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your PubCo Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your PubCo Class A common stock because you will no longer be able to deliver them for cancellation upon the Closing in accordance with the procedures described herein. If you transfer your PubCo Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

What vote is required to approve the Proposals presented at the special meeting?

Approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the shares of PubCo common stock that are voted at the special meeting. Approval of the Charter Proposal will require (1) the affirmative vote of a majority of the outstanding shares of PubCo common stock entitled to vote thereon and (2) the affirmative vote of a majority of the outstanding shares of PubCo Class A common stock, voting separately as a single class. Each of the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal will require a majority of the votes cast by the PubCo stockholders present in person or represented by proxy at the special meeting and entitled to vote thereon. In accordance with SEC guidance, the Advisory Governance Proposals are being presented separately and will be voted upon on a non-binding advisory basis.

May Sponsor or PubCo’s directors, officers, or advisors or their respective affiliates purchase shares in connection with the business combination?

In connection with the stockholder vote to approve the proposed business combination, Sponsor and PubCo’s directors, officers and advisors and their respective affiliates may privately negotiate transactions

How many votes do I have at the special meeting?

PubCo’s stockholders are entitled to one vote at the special meeting for each share of PubCo Class A common stock or share of PubCo Class B common stock held of record as of February 10, 2023, the record date for the special meeting. As of the close of business on the record date, there were a combined              shares of PubCo Class A common stock and PubCo Class B common stock outstanding.

What constitutes a quorum at the special meeting?

A quorum of PubCo stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if the holders of shares of outstanding PubCo Class A common stock and PubCo Class B common stock representing a majority of the voting power of all outstanding shares of PubCo common stock entitled to vote at such meeting are present, represented in person or by proxy, at the meeting. As of the record date for the special meeting,                  shares of PubCo common stock would be required to achieve a quorum.

How will Sponsor and PubCo’s directors and officers vote?

In connection with the IPO, PubCo entered into an agreement with Sponsor and each of PubCo’s directors and officers, pursuant to which each agreed to vote any PubCo Class A common stock and PubCo Class B common stock owned by them in favor of the Business Combination Proposal. Currently, Sponsor and PubCo’s directors and officers do not own any of PubCo’s issued and outstanding PubCo Class A common stock and 100% of PubCo Class B common stock, in the aggregate which represents 20.0% of the issued and outstanding shares of PubCo common stock entitled to vote at the special meeting.

What interests do the current officers and directors of PubCo have in the business combination?

In considering the recommendation of PubCo’s board of directors to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, Sponsor and certain of PubCo’s directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. PubCo’s directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

the fact that Sponsor has agreed not to redeem any shares of PubCo Class A common stock held by it in connection with a stockholder vote to approve a proposed initial business combination;

the fact that Sponsor will benefit from the completion of a business combination and may have an incentive to complete an acquisition of a less favorable target company or on terms less favorable to PubCo stockholders rather than liquidate PubCo;

the fact that Sponsor paid an aggregate of $25,000 for 7,906,250 shares of PubCo Class B common stock and such securities may have a higher value at the time of the business combination, estimated at approximately $78.6 million based on the closing price of $9.94 per public share on Nasdaq on September 30, 2022 and, as a result, Sponsor and its affiliates can earn a positive rate of return on their investment even if other PubCo stockholders experience a negative rate of return;

the fact that Sponsor paid an aggregate of $12,223,750 for the 12,223,750 PubCo private placement warrants currently owned by Sponsor (which warrants had an aggregate market value of approximately $2.0 million based on the closing price of $0.1648 per PubCo public warrant on Nasdaq on September 30, 2022), and such warrants will expire worthless if an initial business combination is not consummated by June 1, 2023 (unless extended in accordance with the Extension Procedures (as defined below));

the fact that the Amended and Restated Registration Rights Agreement will be entered into by Sponsor;

the fact that, at the option of Sponsor, any amounts outstanding under any loan made by Sponsor or any of its affiliates to PubCo in an aggregate amount of up to $1,500,000 may be converted into additional private placement warrants, at a price of $1.00 per warrant, none of which are outstanding as of the date of this filing;

the right of Sponsor to hold shares of PubCo Class A common stock following the business combination, subject to the Lock-up Period;

the continued indemnification of PubCo’s existing directors and officers and the continuation of PubCo’s directors’ and officers’ liability insurance after the business combination (i.e., a “tail policy”);

the fact that Sponsor and PubCo’s officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities undertaken on PubCo’s behalf, such as identifying potential partner businesses and performing due diligence on suitable initial business combination targets;

the fact that while Sponsor, executive officers and directors of PubCo, or any of their respective affiliates may incur out of pocket expenses in connection with the Transaction, such out of pocket expenses are repaid periodically by PubCo and are not contingent on the closing of a business combination;

the fact that Sponsor owes transaction fees that are not contingent upon the closing of the business combination, which, as of December 31, 2022, totaled $5.2 million;

the fact that PubCo may be entitled to distribute or pay over funds held by PubCo outside the Trust Account to Sponsor or any of its affiliates prior to the Closing; and

the fact that Sponsor may receive, subject to the terms of conversion or forfeiture and cancellation set forth in the Sponsor Agreement, 526,666 shares of PubCo Class E-1 common stock, 526,666 shares of PubCo Class E-2 common stock and 526,666 shares of PubCo Class E-3 common stock pursuant to the Transaction Agreement, as more particularly set forth therein.

What happens if I vote against the Business Combination Proposal?

Under the Existing Organizational Documents, if the Business Combination Proposal is not approved and PubCo does not otherwise consummate an alternative initial business combination by June 1, 2023, unless further extended in accordance with the Extension Procedures (as defined below), PubCo will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to PubCo’s public stockholders.

Do I have redemption rights?

If you are a holder of public shares, you may elect to have your public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing, including interest not previously released to PubCo to pay its franchise and income taxes, by (b) the total number of PubCo Class A common stock included as part of the units sold in the IPO and which remain outstanding; provided that PubCo will not redeem any public shares to the extent that such redemption would result in PubCo having net tangible assets as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act of less than $5,000,001. A stockholder holding both public shares and PubCo public warrants may redeem his, her or its public shares but retain the PubCo public warrants, which if the business combination closes, will remain warrants of PubCo after the Closing. A public stockholder, together with any of his, her or its affiliates, or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its public shares or, if part of such a group, the group’s public shares, in excess of 15% of the public shares (the “15% threshold”). Unlike some other blank check companies, other than the net tangible asset requirement and the 15% threshold described above, PubCo has no specified maximum redemption threshold and there is no other limit on the amount of public shares that you can redeem. Holders of PubCo public warrants do not have redemption rights in connection with the business combination. Sponsor and PubCo’s directors and officers have agreed to waive their redemption rights with respect to any shares of PubCo’s common stock they may hold in connection with the Closing (without any consideration provided in exchange for such waiver). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September 30, 2022 of approximately $322.8 million, the estimated per share redemption price would have been approximately $10.21, subject to adjustment for taxes payable from interest earned. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such public shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of franchise and income taxes payable) in connection with the liquidation of the Trust Account or if PubCo subsequently completes a different business combination on or prior to June 1, 2023, unless extended in accordance with the Extension Procedures (as defined below).

Will how I vote affect my ability to exercise redemption rights?

No. You may exercise your redemption rights whether you vote your PubCo Class A common stock for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement. As a result, the business combination can be approved by stockholders who redeem all of their shares. Upon Closing, holders of one whole PubCo right will receive one share of PubCo Class A common stock, even if the holder of such PubCo right redeemed all shares of PubCo Class A common stock held by him, her or it.

How do I exercise my redemption rights?

In order to exercise your redemption rights, you must (i) if you hold your PubCo Class A common stock through units, elect to separate your units into the underlying public shares, PubCo rights and PubCo public warrants prior to exercising your redemption rights with respect to the public shares and (ii) prior to 5:00 p.m., Eastern Daylight time, on March     , 2023, (two business days before the special meeting), tender your

What are the U.S. federal income tax consequences of exercising my redemption rights?

The U.S. federal income tax consequences of exercising your redemption rights to receive cash from the Trust Account in exchange for your public shares will depend on your particular facts and circumstances. Public stockholders who exercise their redemption rights will either be treated (i) as selling such public shares, resulting in the recognition of capital gain or loss, or (ii) as receiving a distribution.

If I am a PubCo rights holder, can I exercise redemption rights with respect to my PubCo rights?

No. The holders of PubCo’s rights have no redemption rights with respect to such PubCo rights.

If I am a PubCo Warrant holder, can I exercise redemption rights with respect to my warrants?

No. The holders of PubCo Warrants have no redemption rights with respect to such warrants.

Do I have appraisal rights if I object to the proposed business combination?

Under Section 262 of the DGCL, the holders of public shares will not have appraisal rights in connection with the business combination. Holders of public shares should consult their Delaware legal counsel regarding their rights under the DGCL.

What happens to the funds deposited in the Trust Account after the Closing?

If the Business Combination Proposal is approved, PubCo intends to use a portion of the funds held in the Trust Account to pay (i) a portion of PubCo’s aggregate costs, fees and expenses in connection with the consummation of the business combination, (ii) tax obligations and advisory fees, (iii) for any redemptions of public shares, (iv) the Over the Top Consideration (as defined in the Transaction Agreement), (v) the Contribution Amount (as defined in the Transaction Agreement) and (vi) the Phantom Equity Cash Consideration (as defined in the Transaction Agreement), if any. The remaining balance in the Trust Account will be used for general corporate purposes. See the section entitled “Proposal No. 1 — The Business Combination Proposal” for additional information.

What happens if the business combination is not consummated or is terminated?

There are certain circumstances under which the Transaction Agreement may be terminated. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Termination” for additional information regarding the parties’ specific termination rights. In accordance with the Existing Organizational Documents, if an initial business combination is not consummated by June 1, 2023, unless extended in accordance with the Extension Procedures (as defined below), PubCo will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which amount shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of PubCo’s remaining stockholders and board of directors, liquidate and dissolve, subject, in each case, to PubCo’s obligations under the DGCL to provide for claims of creditors and the other requirements of applicable law.

When is the business combination expected to be consummated?

It is currently anticipated that the business combination will be consummated promptly following the special meeting of PubCo stockholders to be held on March     , 2023; provided that all the requisite stockholder approvals are obtained and other conditions to the Closing have been satisfied or waived. For a description of the conditions for the completion of the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Conditions to the Closing of the Business Combination.”

What do I need to do now?

You are urged to read carefully and consider the information contained in this proxy statement, including “Risk Factors” and the annexes, and to consider how the business combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

How do I vote?

If you were a holder of record of PubCo Class A common stock or PubCo Class B common stock on March     , 2023, the record date for the special meeting of PubCo stockholders, you may vote with respect to the proposals in person at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

What will happen if I abstain from voting or fail to vote at the special meeting?

If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Equity Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote “AGAINST” the Charter Proposal. Further, for purposes of approval, an abstention will have the same effect as a vote “AGAINST” the Charter Proposal, but will have no effect on any other Proposal.

What will happen if I sign and submit my proxy card without indicating how I wish to vote?

Signed and dated proxies received by PubCo without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders.

If I am not going to attend the special meeting in person, should I submit my proxy card instead?

Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. PubCo believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have no effect on the Business Combination Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal, and will have the effect of a vote “AGAINST” the Charter Proposal.

May I change my vote after I have submitted my executed proxy card?

Yes. You may change your vote by sending a later-dated, signed proxy card to PubCo’s secretary at the address listed below so that it is received by PubCo’s secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to PubCo’s secretary, which must be received prior to the special meeting.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Who can help answer my questions?

If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact PubCo’s secretary at:

Who will solicit and pay the cost of soliciting proxies?

PubCo will pay the cost of soliciting proxies for the special meeting. PubCo has engaged Morrow Sodali to assist in the proxy solicitation process. PubCo will pay that firm a fee of $35,000, plus disbursements. PubCo will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. PubCo will reimburse them for their reasonable expenses.