Item 1.01 Entry into a Material Definitive Agreement.
On
The Second Amendment provides for an amendment to the definition of the
"Agreement End Date" in the Transaction Agreement and changes the date listed
therein from
The foregoing description of the Second Amendment is subject to and qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is included as Exhibit 2.1 hereto, and the terms of which are incorporated by reference.
Additional Information
Important Information About the Business Combination and Where to Find It
In connection with the Business Combination, the Company has filed a preliminary
proxy statement of the Company with the
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Participants in the Solicitation
The Company, Lux Vending, BT Assets and certain of their respective directors,
executive officers and other members of management and employees, under
Forward-Looking Statements
The information included herein and in any oral statements made in connection
herewith include "forward-looking statements" within the meaning of the "safe
harbor" provisions of the United States Private Securities Litigation Reform Act
of 1995. Forward-looking statements may be identified by the use of words such
as "estimate," "plan," "project," "forecast," "intend," "will," "expect,"
"anticipate," "believe," "seek," "target" or other similar expressions that
predict or indicate future events or trends or that are not statements of
historical matters, although not all forward-looking statements contain such
identifying words. These forward-looking statements include, but are not limited
to, statements regarding estimates and forecasts of financial and performance
metrics and expectations and timing related to potential benefits, terms and
timing of the Business Combination. These statements are based on various
assumptions, whether or not identified herein, and on the current expectations
of BT Assets', Lux Vending's and the Company's management and are not
predictions of actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of BT Assets, Lux Vending and
the Company. These forward-looking statements are subject to a number of risks
and uncertainties, including changes in domestic and foreign business, market,
financial, political and legal conditions; the inability of the parties to
successfully or timely consummate the 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 the Company is not obtained; failure to realize
the anticipated benefits of the Business Combination; risks relating to the
uncertainty of the projected financial information with respect to the combined
company; future global, regional or local economic and market conditions; the
development, effects and enforcement of laws and regulations; the combined
company's ability to manage future growth; the combined company'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 the combined
company's future business; the amount of redemption requests made by the
Company's public stockholders; the ability of the Company or the combined
company to issue equity or equity-linked securities in connection with the
Business Combination or in the future; the outcome of any potential litigation,
government and regulatory proceedings, investigations and inquiries; and those
factors described or referenced in the Company's most recent Annual Report on
Form 10-K for the year ended
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are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect BT Assets', Lux Vending's and the Company's expectations, plans or forecasts of future events and views as of the date hereof. BT Assets, Lux Vending and the Company anticipate that subsequent events and developments will cause BT Assets', Lux Vending's and the Company's assessments to change. However, while BT Assets, Lux Vending and the Company may elect to update these forward-looking statements at some point in the future, BT Assets, Lux Vending and the Company specifically disclaim any obligation to do so except as otherwise required by applicable law. These forward-looking statements should not be relied upon as representing BT Assets', Lux Vending's and the Company's assessments as of any date subsequent to the date hereof. Accordingly, undue reliance should not be placed upon the forward-looking statements.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell, nor a solicitation of an offer to buy, any securities in connection with the proposed Business Combination or otherwise, or the solicitation of a proxy, consent or authorization in any jurisdiction pursuant to the Business Combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction or otherwise in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom, and otherwise in accordance with applicable law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Second Amendment to the Transaction Agreement, datedApril 4, 2023 , by and amongGSR II Meteora Acquisition Corp. ,GSR II Meteora Sponsor LLC ,BT Assets, Inc. , andLux Vending, LLC . 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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