Financial Position - As of March 31, 2023, the company had approximately $75,000 in cash and a working capital deficit of approximately $6 million, including tax obligations of approximately $1.6 million[135]. - The company has not generated any operating revenues and relies on non-operating income from the Trust Account until the completion of a Business Combination[143]. - The company may face a 1% excise tax on stock repurchases occurring on or after January 1, 2023, which could affect its cash available for a Business Combination[141]. Initial Public Offering - The company completed its Initial Public Offering on March 1, 2022, raising gross proceeds of approximately $316.3 million from the sale of 31,625,000 units at $10.00 per unit[125]. - The underwriter received an underwriting discount of $0.20 per unit, totaling approximately $6.3 million for the Initial Public Offering[151]. - The company agreed to pay Oppenheimer a marketing fee of approximately $11.1 million, which is 3.5% of the gross proceeds from the Initial Public Offering, contingent upon the completion of the initial Business Combination[152]. Business Combination - The company has until June 1, 2023, to complete its initial Business Combination, with the possibility of extending this period by up to 18 months[129]. - If the company fails to complete a Business Combination within the specified period, it will cease operations and redeem Public Shares at a price equal to the amount in the Trust Account[130]. - The company has entered into a Business Combination Agreement with BT Assets, Inc. and Lux Vending, LLC, with amendments extending the Agreement End Date to May 15, 2023[131][133]. - The company has incurred significant costs in pursuit of its acquisition plans and expects to continue doing so[136]. Financial Performance - For the three months ended March 31, 2023, the company reported a net income of approximately $326,000, driven by a $3 million increase in the value of investments held in the Trust Account[144]. - The company incurred approximately $2.1 million in general and administrative expenses for the three months ended March 31, 2023[144]. - The company incurred $199,998 in administrative support fees during Q1 2023, compared to $66,666 in Q1 2022, reflecting a significant increase of 200%[146]. Share Structure - The company has 31,625,000 shares of Class A common stock classified as redeemable, with changes in redemption value recognized immediately[159]. - The company has two classes of shares, Class A and Class B, with net income (loss) per share calculated based on the weighted average shares outstanding[160]. Regulatory Compliance - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[165]. - The company is not required to provide certain disclosures under the Exchange Act due to its status as a smaller reporting company[167]. - The company is evaluating the impact of ASU 2022-03, which clarifies fair value measurement for equity securities subject to contractual sale restrictions, effective for fiscal years beginning after December 15, 2023[162]. Off-Balance Sheet Arrangements - As of March 31, 2023, the company reported no off-balance sheet arrangements[164].
GSR II METEORA A(GSRM) - 2023 Q1 - Quarterly Report