0000899243-23-016832.txt : 20230703 0000899243-23-016832.hdr.sgml : 20230703 20230703161017 ACCESSION NUMBER: 0000899243-23-016832 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230630 FILED AS OF DATE: 20230703 DATE AS OF CHANGE: 20230703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tonnos Joseph M. CENTRAL INDEX KEY: 0001777054 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41305 FILM NUMBER: 231065367 MAIL ADDRESS: STREET 1: 650 5TH AVENUE STREET 2: FLOOR 10 CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Bitcoin Depot Inc. CENTRAL INDEX KEY: 0001901799 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 873203989 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3343 PEACHTREE ROAD NE STREET 2: SUITE 750 CITY: ATLANTA STATE: GA ZIP: 30326 BUSINESS PHONE: 678-435-9604 MAIL ADDRESS: STREET 1: 2870 PEACHTREE ROAD STREET 2: #327 CITY: ATLANTA STATE: GA ZIP: 30305 FORMER COMPANY: FORMER CONFORMED NAME: GSR II Meteora Acquisition Corp. DATE OF NAME CHANGE: 20220124 FORMER COMPANY: FORMER CONFORMED NAME: GLA II Meteora Acquisition Corp. DATE OF NAME CHANGE: 20211228 4 1 doc4.xml FORM 4 SUBMISSION X0407 4 2023-06-30 1 0001901799 Bitcoin Depot Inc. BTM 0001777054 Tonnos Joseph M. C/O BITCOIN DEPOT, INC. 2870 PEACHTREE RD #327 ATLANTA GA 30305 0 1 0 0 CHIEF FINANCIAL OFFICER 0 Class A Common Stock 2023-06-30 4 J 0 151949 0.00 A 151949 I By LLC Warrant (right to buy) 11.50 2023-06-30 4 J 0 75513 0.00 A Class A Common Stock 75513 75513 I By LLC Class E-1 Common Stock 2023-06-30 4 J 0 9662 0.00 A 2030-06-30 Class A Common Stock 9662 9662 I By LLC Class E-2 Common Stock 2023-06-30 4 J 0 9662 0.00 A 2030-06-30 Class A Common Stock 9662 9662 I By LLC Warrant (right to buy) 2023-06-30 4 J 0 9662 0.00 A 2033-06-30 Class A Common Stock 9662 9662 I By LLC On June 30, 2023, pursuant to that certain Transaction Agreement, dated as of August 24, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the "Transaction Agreement"), by and among GSR II Meteora Acquisition Corp. (the "Company"), GSRII Meteora Sponsor LLC ("Sponsor"), Lux Vending, LLC dba Bitcoin Depot ("BT OpCo"), BT HoldCo LLC ("BT HoldCo") and BT Assets, Inc. ("BT Assets"), the Company entered into a series of transactions with Sponsor, BT Assets, BT OpCo and BT HoldCo (each such transaction and the other transactions contemplated by the Transaction Agreement, collectively, the "business combination"). Upon the consummation of the business combination (the "Closing"), the Company changed its name to Bitcoin Depot Inc. Represents pro rata distribution by Sponsor to its members, which includes the reporting person, for no consideration, exempt under Rule 16a-9. The reporting person is a managing member of JMT Holdings LLC. The warrants are exercisable by the reporting person into shares of Class A Common Stock on a one-for-one basis commencing 30 days after the Closing and expire five years after the Closing or earlier upon redemption or liquidation. The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the seven-year period following the Closing, the closing share price of the Class A Common Stock is greater than $12.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days. The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the seven-year period following the Closing, the closing share price of the Class A Common Stock is greater than $14.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days. The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the ten-year period following the Closing, the closing share price of the Class A Common Stock is greater than $16.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days. /s/ Gus Garcia, Attorney-in-Fact for Joseph M. Tonnos 2023-07-03