0000899243-23-016831.txt : 20230703 0000899243-23-016831.hdr.sgml : 20230703 20230703161011 ACCESSION NUMBER: 0000899243-23-016831 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: GSR II Meteora Sponsor LLC CENTRAL INDEX KEY: 0001914635 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41305 FILM NUMBER: 231065365 BUSINESS ADDRESS: STREET 1: C/O GSR II METEORA ACQUISITION CORP. STREET 2: 840 PARK DRIVE EAST CITY: BOCA RATON STATE: FL ZIP: 33432 BUSINESS PHONE: (917) 647-3316 MAIL ADDRESS: STREET 1: C/O GSR II METEORA ACQUISITION CORP. STREET 2: 840 PARK DRIVE EAST CITY: BOCA RATON STATE: FL ZIP: 33432 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 0001914635 GSR II Meteora Sponsor LLC C/O BITCOIN DEPOT, INC. 2870 PEACHTREE RD #327 ATLANTA GA 30305 0 0 1 0 0 Class A Common Stock 2023-06-30 4 J 0 5689185 0.00 A 0 D Warrant (right to buy) 11.50 2023-06-30 4 J 0 12223750 0.00 D Class A Common Stock 12223750 0 D Class E-1 Common Stock 2023-06-30 4 J 0 358587 0.00 D 2030-06-30 Class A Common Stock 358587 0 D Class E-2 Common Stock 2023-06-30 4 J 0 358587 0.00 D 2030-06-30 Class A Common Stock 358587 0 D Class E-3 Common Stock 2023-06-30 4 J 0 358587 0.00 D 2033-06-30 Class A Common Stock 358587 0 D Represents pro rata distribution by GSRII Meteora Sponsor LLC to its members, for no consideration. 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 June 30, 2023 and expire five years after June 30, 2023 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 June 30, 2023, 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 June 30, 2023, 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 June 30, 2023, 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, Gus Garcia, Managing Member of GSR II Meteora Sponsor LLC 2023-07-03