0000899243-23-016826.txt : 20230703 0000899243-23-016826.hdr.sgml : 20230703 20230703160520 ACCESSION NUMBER: 0000899243-23-016826 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: Guzel Baris CENTRAL INDEX KEY: 0001853269 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41305 FILM NUMBER: 231065318 MAIL ADDRESS: STREET 1: C/O AVANEA ENERGY ACQUISITION CORP. STREET 2: 2181 GREENWICH STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94123 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 0001853269 Guzel Baris C/O BITCOIN DEPOT, INC. 2870 PEACHTREE RD #327 ATLANTA GA 30305 1 0 0 0 0 Class B Common Stock 2023-06-30 4 D 0 20000 0.00 D 0 D Class A Common Stock 2023-06-30 4 A 0 20000 0.00 A 20000 D Class A Common Stock 2023-06-30 4 J 0 48345 0.00 A 68345 D Class E-1 Common Stock 2023-06-30 4 J 0 3074 0.00 A 2030-06-30 Class A Common Stock 3074 3074 D Class E-2 Common Stock 2023-06-30 4 J 0 3074 0.00 A 2030-06-30 Class A Common Stock 3074 3074 D Class E-3 Common Stock 2023-06-30 4 J 0 3074 0.00 A 2033-06-30 Class A Common Stock 3074 3074 D 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. In connection with the Closing, the Class B Common Stock of the Company was converted to Class A Common Stock of the Company. These shares will not vest until and unless the closing price of the Class A Common Stock exceeds $10.00 per share for twenty days during any thirty day period starting on the first trading day following the Closing. Represents pro rata distribution by Sponsor to its members, which includes the reporting person, for no consideration, exempt under Rule 16a-9. 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 Baris Guzel 2023-07-03