SPAC GSR II Meteora extends deadline to March 2024; $254.4M redeemed

On May 25, 2023, the Company filed an amendment (the “Extension Amendment”) to the A&R Charter with the Secretary of State of the State of Delaware. The Extension Amendment extends the date by which the Company must consummate its initial business combination from June 1, 2023 to July 1, 2023, and allows the Company, without another stockholder vote, to further extend the date to consummate an initial business combination on a monthly basis up to eight times by an additional one month each time after July 1, 2023, or later extended deadline date, by resolution of the Company’s board of directors, if requested by GSR II Meteora Sponsor LLC, a Delaware limited liability company (the “Sponsor”), upon five days’ advance notice prior to the applicable deadline date, until March 1, 2024 (such date as extended, the “Extended Date”), unless the closing of the initial business combination shall have occurred prior thereto (the “Extension”).

On May 25, 2023, GSR II Meteora Acquisition Corp. (the “Company”) entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated February 24, 2022, by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (“Continental” and such agreement, the “Trust Agreement”), to change the initial date on which Continental must commence liquidation of the Company’s trust account (the “Trust Account”) to the Extended Date (as defined below) or such later date as may be approved by the Company’s stockholders in accordance with the Company’s Amended and Restated Certificate of Incorporation (the “A&R Charter”) if a letter of termination under the Trust Agreement is not received by Continental prior to such date.

In connection with the Special Meeting (as defined below), the Company entered into voting and non-redemption agreements (each a “Voting and Non-Redemption Agreement” and collectively, the “Voting and Non-Redemption Agreements”) with certain third parties (each a “Extension Non-Redeeming Stockholder” and collectively, the “Extension Non-Redeeming Stockholders”) for 6,783,000 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”) in connection with the Extension Proposal (as defined below).

The Extension Amendment Proposal - To approve and amend the A&R Charter to extend the date by which the Company must consummate a business combination from combination from June 1, 2023 to July 1, 2023 (the “Initial Extension”), and to allow the Company, without another stockholder vote, to further extend the date to consummate an initial business combination on a monthly basis up to eight times by an additional one month each time after July 1, 2023 (each one month extension, a “Monthly Extension”), or later extended deadline date, by resolution of the Company’s board of directors, if requested by the Sponsor, upon five days’ advance notice prior to the applicable deadline date, until the Extended Date, unless the closing of the initial business combination shall have occurred prior thereto. For Against Abstain 33,729,365 1,606,307 43

The Trust Amendment Proposal - To approve and amend the Trust Amendment to change the initial date on which Continental must commence liquidation of the Trust Account to the Extended Date or such later date as may be approved by our stockholders in accordance with the A&R Charter if a letter of termination under the Trust Agreement is not received by Continental prior to such date. For Against Abstain 33,729,345 1,606,327 43