X0407 4 2023-06-30 1 0001901799 Bitcoin Depot Inc. BTM 0001862624 Garcia Gus C/O BITCOIN DEPOT, INC. 2870 PEACHTREE RD #327 ATLANTA GA 30305 1 1 0 0 CO-CHIEF EXECUTIVE OFFICER 0 Class A Common Stock 2023-06-30 4 J 0 817882 0.00 A 817882 I By LLC Warrant (right to buy) 11.50 2023-06-30 4 J 0 1921661 0.00 A Class A Common Stock 1921661 1921661 I By LLC Class E-1 Common Stock 2023-06-30 4 J 0 52008 0.00 A 2030-06-30 Class A Common Stock 52008 52008 I By LLC Class E-2 Common Stock 2023-06-30 4 J 0 52008 0.00 A 2030-06-30 Class A Common Stock 52008 52008 I By LLC Class E-3 Common Stock 2023-06-30 4 J 0 52008 0.00 A 2033-06-30 Class A Common Stock 52008 52008 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 member of SPAC 21 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/ Lewis Silberman, Attorney-in-Fact for Gus Garcia 2023-07-03