UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

(Amendment No. 3)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

GSR II Meteora Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

OF GSR II METEORA ACQUISITION CORP.

The board of directors of GSR II Meteora Acquisition Corp., a Delaware corporation (“PubCo”), has unanimously approved the Transaction Agreement, dated as of August 24, 2022 (as may be amended from time to time, the “Transaction Agreement”), by and among PubCo, GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”), BT Assets, Inc., a Delaware corporation (“BT Assets”), and Lux Vending, LLC, a Georgia limited liability company and wholly-owned subsidiary of BT Assets (“BT OpCo”), attached to this proxy statement as Annex A, pursuant to which, among other things, PubCo will enter into a series of transactions with Sponsor, BT Assets and BT OpCo (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”), PubCo will change its name to Bitcoin Depot Inc. (and the combined post-business combination company (also referred to herein as “PubCo”) will be reorganized into an umbrella partnership C corporation (or “Up-C”) structure).

Prior to or upon the Closing and in accordance with the Transaction Agreement and the ancillary agreements contemplated thereby, a series of transactions will occur whereby (i) the BT OpCo Merger (as defined herein) will be consummated, pursuant to which BT OpCo will issue certain common units of BT OpCo (“BT OpCo Common Units”) and certain BT OpCo Earnout Units (as defined herein) to BT Assets, (ii) PubCo will pay cash to BT Assets in exchange for certain BT OpCo Common Units, (iii) PubCo will contribute cash to BT OpCo in exchange for certain BT OpCo Common Units, BT OpCo Matching Warrants (as defined herein) and a number of BT OpCo Earnout Units equal to the number of newly issued shares of Class E common stock, par value $0.0001 per share, of PubCo (“PubCo Class E common stock”) issued to Sponsor, (iv) Sponsor will exchange all shares of Class B common stock, par value $0.0001 per share, of PubCo held by Sponsor for newly issued shares of Class A common stock, par value $0.0001 per share, of PubCo (“PubCo Class A common stock”) and, subject to the terms of conversion or forfeiture and cancellation set forth in the Sponsor Agreement (as defined herein), PubCo Class E common stock, (v) BT Assets will subscribe for newly issued shares of Class V common stock, par value $0.0001 per share, of PubCo (“PubCo Class V common stock”) and (vi) PubCo may issue a certain number of additional shares of newly issued PubCo Class A common stock to persons who may enter into written agreements with PubCo or BT OpCo in connection with the Incentive Issuances (as defined herein), if any. As a result of and immediately following the Closing, assuming no redemptions of shares of PubCo Class A common stock and no Incentive Issuances in connection with the business combination, BT Assets and PubCo will hold approximately 51.4% and 48.6%, respectively, of the issued and outstanding BT OpCo Common Units. Following the Closing, PubCo’s assets will consist solely of its interests in BT OpCo.

As described in this proxy statement, PubCo’s stockholders are being asked to consider and vote upon (among other things) the business combination and the other proposals set forth herein.

Shares of PubCo Class A common stock, PubCo public warrants, which are exercisable for one share of PubCo Class A common stock (“PubCo public warrants”), PubCo rights, which are divided into sixteenths and entitle the holder of a whole right to receive one share of PubCo Class A common stock (“PubCo rights”), and PubCo’s units are currently traded on the Nasdaq Stock Market (“Nasdaq”) under the ticker symbols “GSRM”, “GSRMW”, “GSRMR” and “GSRMU”, respectively. PubCo will apply for listing, to be effective at the Closing, of the PubCo Class A common stock and PubCo public warrants on Nasdaq under the symbols “BTM” and “BTMW.” PubCo’s units will no longer be publicly traded following the Closing, and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders of such units. Following the Closing, each PubCo right will be exercisable for one share of PubCo Class A common stock. Promptly upon the Closing, PubCo will direct the holders of PubCo rights to deliver their PubCo rights to the PubCo Rights Agent (as defined herein) in exchange for the number of full shares of PubCo Class A common stock to which such holders are entitled in respect of their respective whole PubCo rights with

no additional consideration. All other PubCo rights will expire and the PubCo rights will no longer be publicly traded following the Closing.

It is anticipated that, upon completion of the business combination and assuming no redemptions of shares of PubCo Class A common stock in connection with the business combination and no Incentive Issuances, PubCo’s ownership will be as follows: (1) PubCo’s public stockholders will own approximately 39.4% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class A common stock) (representing 7.0% of the voting power of PubCo); (2) the Sponsor will own approximately 9.2% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class A common stock) (representing 1.3% of the voting power of PubCo); and (3) BT Assets will own approximately 51.4% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class V common stock, which will be non-economic and represents approximately 91.7% of the voting power in PubCo as the PubCo Class V common stock will carry ten votes per share). As a result of the voting power controlled by BT Assets, following the business combination, PubCo will qualify as a “controlled company” within the meaning of applicable Nasdaq listing rules.

PubCo is an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and has elected to comply with certain reduced public company reporting requirements.

This proxy statement provides you with detailed information about the business combination and other matters to be considered at the special meeting of PubCo’s stockholders. PubCo encourages you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 59.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the transactions described in this proxy statement, passed upon the fairness of the Transaction Agreement or the transactions contemplated thereby or passed upon the adequacy or accuracy of this proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated February 8, 2023, and is first being mailed to PubCo stockholders on or about February 8, 2023.

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GSR II METEORA ACQUISITION CORP.

418 Broadway, Suite N

Albany, New York 12207

Dear Stockholders of GSR II Meteora Acquisition Corp:

You are cordially invited to attend the special meeting of stockholders of GSR II Meteora Acquisition Corp. (“PubCo”). At the special meeting, PubCo stockholders will be asked to consider and vote on the following proposals:

(1) The Business Combination Proposal: To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement, dated as of August 24, 2022 (as the same may be amended from time to time, the “Transaction Agreement”), by and among PubCo, Sponsor, BT Assets and BT OpCo, and (b) approve the transactions contemplated by the Transaction Agreement (collectively, the “business combination” and such proposal, the “Business Combination Proposal”) in accordance with applicable law and exchange rules and regulations;

(2) The Charter Proposal: To consider and vote upon a proposal to approve and adopt the proposed second amended and restated certificate of incorporation (“Proposed Charter”) of the combined post-business combination company (also referred to herein as “PubCo”), in the form attached to the accompanying proxy statement as Annex B, which, if approved, and assuming the Business Combination Proposal and the Nasdaq Proposal (defined below) are approved, will take effect immediately prior to the consummation of the business combination (the “Closing”) (the “Charter Proposal”);

(3) The Advisory Governance Proposals: To consider and vote upon certain proposals, on a non-binding advisory basis, approving certain material differences between PubCo’s existing amended and restated certificate of incorporation (“Existing Charter”) and the Proposed Charter, which proposals are being presented separately in accordance with the requirements of the Securities and Exchange Commission as four different sub-proposals (collectively, the “Advisory Governance Proposals”);

(4) The Nasdaq Proposal: To consider and vote upon a proposal to approve the issuance of shares of common stock of PubCo in connection with the business combination pursuant to applicable Nasdaq Stock Market (“Nasdaq”) listing rules (the “Nasdaq Proposal”);

(5) The Incentive Equity Plan Proposal: To consider and vote upon a proposal to approve and adopt the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan in the form mutually agreed upon among BT OpCo, BT Assets and PubCo and attached to the accompanying proxy statement as Annex H (the “Incentive Equity Plan Proposal”); and

(6) The Adjournment Proposal: To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal, the “Proposals”).

Each of the Proposals is more fully described in the accompanying proxy statement, which each PubCo stockholder is encouraged to review carefully.

PubCo Class A common stock, rights of PubCo, which are divided into sixteenths and entitle the holder of one whole right to receive one share of PubCo Class A common stock (“PubCo rights”), and PubCo public warrants, which are exercisable for one share of PubCo Class A common stock under certain circumstances, are currently listed on the Nasdaq under the symbols “GSRM”, “GSRMR” and “GSRMW”, respectively. Certain shares of PubCo Class A common stock, the PubCo rights and the PubCo public warrants comprise units, each

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unit consisting of one share of PubCo Class A common stock, one sixteenth of one whole PubCo right and one PubCo public warrant, which are listed on the Nasdaq under the symbol “GSRMU”. PubCo’s units will not be publicly traded following the Closing, and such units will automatically be separated into their component securities (“BTM” and “BTMW”) without any action needed to be taken on the part of the holders of such units. Promptly upon the Closing, PubCo will direct the holders of PubCo rights to deliver their PubCo rights to Continental Stock Transfer & Trust Company, the PubCo rights agent, in exchange for the number of full shares of PubCo Class A common stock to which such holders are entitled in respect of their respective whole PubCo rights with no additional consideration. All other PubCo rights will expire. It is a condition of the Closing that the shares of PubCo Class A common stock are approved for listing on Nasdaq, but there can be no assurance such listing condition will be met. If such listing condition is not met, the business combination will not be consummated unless the listing condition set forth in the Transaction Agreement is waived by each of PubCo, BT OpCo and BT Assets.

Pursuant to PubCo’s Existing Charter, PubCo is providing the holders of shares of PubCo Class A common stock that were originally sold as part of the units issued in PubCo’s initial public offering, which closed on March 1, 2022 (the “IPO” and such holders, the “public stockholders”), with the opportunity to redeem, in connection with the Closing, shares of PubCo Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but net of franchise and income taxes payable) from the IPO and a concurrent private placement of warrants to Sponsor. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September 30, 2022 of approximately $322.8 million, the estimated per share redemption price would have been approximately $10.21, subject to adjustment for taxes payable from interest earned. Public stockholders may elect to redeem their shares even if they vote in favor of the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates, or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding PubCo Class A common stock included in the units sold in the IPO. Holders of PubCo’s outstanding public warrants sold in the IPO, which are exercisable for shares of PubCo Class A common stock under certain circumstances, do not have redemption rights in connection with the business combination. Sponsor has agreed to waive its redemption rights in connection with the Closing with respect to any PubCo equity securities it may hold (without any consideration provided in exchange for such waiver). Currently, Sponsor owns approximately 20.0% of outstanding PubCo Class A common stock and PubCo Class B common stock on an as-converted basis. Following the Closing, assuming no redemptions of PubCo Class A common stock in connection with the business combination and no Incentive Issuances (as defined in the accompanying proxy statement), Sponsor will own approximately 18.2% of outstanding shares of PubCo Class A common stock, no PubCo Class B common stock and 100% of the outstanding PubCo Class E common stock. Sponsor has agreed to vote the shares of PubCo Class B common stock held by it in favor of each of the Proposals.

PubCo is providing the accompanying proxy statement and the enclosed proxy card to its stockholders in connection with the solicitation of proxies to be voted at the special meeting and any adjournments or postponements thereof. Your vote is very important. Whether or not you plan to attend the special meeting in person, please submit your proxy card without delay.

PubCo encourages you to read the accompanying proxy statement carefully. In particular, you should review the matters discussed under the caption “Risk Factors” beginning on page 59 of the proxy statement.

PubCo’s board of directors recommends that PubCo stockholders vote “FOR” each of the Proposals. When you consider the recommendation of PubCo’s board of directors in favor of each of the Proposals, you should keep in mind that certain of PubCo’s directors and officers have interests in the business combination that may conflict with your interests as a stockholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

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We may not consummate the business combination unless the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal are approved at the special meeting. The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal, meaning if the Business Combination Proposal and Nasdaq Proposal are not approved, the Charter Proposal will have no effect, even if approved by PubCo’s stockholders. The Incentive Equity Plan Proposal is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal, meaning if the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are not approved, the Incentive Equity Plan Proposal will have no effect, even if approved by PubCo’s stockholders. The Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement.

Approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the shares of PubCo common stock that are voted at the special meeting. Approval of the Charter Proposal will require (1) the affirmative vote of a majority of the outstanding shares of PubCo common stock entitled to vote thereon and (2) the affirmative vote of a majority of the outstanding shares of PubCo Class A common stock, voting separately as a single class. Each of the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal will require a majority of the votes cast by the PubCo stockholders present in person or represented by proxy at the special meeting and entitled to vote thereon. In accordance with SEC guidance, the Advisory Governance Proposals are being presented separately and will be voted upon on a non-binding advisory basis.

A quorum of PubCo stockholders is necessary to hold a valid meeting, and a quorum will be present at the meeting if the holders of shares of outstanding PubCo common stock representing a majority of the voting power of all outstanding shares of PubCo common stock entitled to vote at the special meeting are present, represented in person or by proxy, at the special meeting. Abstentions will be counted as present for the purpose of determining the existence quorum at the special meeting. Broker non-votes will not be counted as present for the purpose of determining the existence of a quorum at the special meeting.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the special meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Equity Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote “AGAINST” the Charter Proposal. Further, for purposes of approval, an abstention will have the same effect as a vote “AGAINST” the Charter Proposal, but will have no effect on any other Proposal. If you are a stockholder of record and you attend the special meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE PUBCO REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO PUBCO’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. HOLDERS OF UNITS MUST FIRST ELECT TO SEPARATE THEIR UNITS INTO PUBCO CLASS A COMMON STOCK, PUBCO PUBLIC WARRANTS AND PUBCO RIGHTS BEFORE EXERCISING THEIR REDEMPTION RIGHTS.

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Thank you for your consideration of these matters.

Sincerely,
/s/ Gus Garcia Gus Garcia Co-Chief Executive Officer GSR II Meteora Acquisition Corp.	/s/ Lewis Silberman Lewis Silberman Co-Chief Executive Officer GSR II Meteora Acquisition Corp.

Whether or not you plan to attend the special meeting of PubCo stockholders, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope provided or by using the telephone or Internet procedures provided to you by your bank, broker or other nominee. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting of PubCo stockholders and vote in person, you must obtain a proxy from your broker or bank.

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GSR II Meteora Acquisition Corp.

418 Broadway, Suite N

Albany, New York 12207

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF GSR II METEORA ACQUISITION CORP.

To Be Held On March 30, 2023

To the Stockholders of GSR II Meteora Acquisition Corp.:

NOTICE IS HEREBY GIVEN that the special meeting of stockholders of GSR II Meteora Acquisition Corp. (“PubCo”) will be held at 10:00 A.M., Eastern Daylight Time, on March 30, 2023, as a virtual meeting available at https://www.cstproxy.com/gsrmet/2023 for the following purposes:

1. Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement, dated as of August 24, 2022 (the “Transaction Agreement”), by and among PubCo, Sponsor, BT Assets and BT OpCo, and (b) approve the transactions contemplated by the Transaction Agreement (the “business combination” and such proposal, the “Business Combination Proposal”).

2. Proposal No. 2 — The Charter Proposal — To consider and vote upon a proposal to approve and adopt the proposed second amended and restated certificate of incorporation (“Proposed Charter”) of the combined post-business combination company (also referred to herein as “PubCo”), in the form attached to the accompanying proxy statement as Annex B, which, if approved, and assuming the Business Combination Proposal and the Nasdaq Proposal (defined below) are approved, will take effect immediately prior to the consummation of the business combination (the “Closing”) (the “Charter Proposal”).

3. The Advisory Governance Proposals — To consider and vote upon the following proposals, on a non-binding advisory basis, approving certain material differences between PubCo’s existing amended and restated certificate of incorporation (“Existing Charter”) and the Proposed Charter, which are being presented separately in accordance with the requirements of the Securities and Exchange Commission as four different sub-proposals (collectively, the “Advisory Governance Proposals”):

A. Proposal No. 3A — Advisory Governance Proposal A — To authorize the change in the authorized capital stock of PubCo from 100,000,000 shares of Class A common stock, par value $0.0001 per share (“PubCo Class A common stock”), 20,000,000 shares of Class B common stock, par value $0.0001 per share (“PubCo Class B common stock”), and 1,000,000 shares of undesignated preferred stock, to 800,000,000 shares of PubCo Class A common stock, par value $0.0001 per share (which shall be entitled to one vote per share), 20,000,000 shares of PubCo Class B common stock, par value $0.0001 per share (which shall be entitled to one vote per share), 750,000 shares of PubCo Class E-1 common stock, par value $0.0001 per share (which shall not be entitled to vote), 750,000 shares of PubCo Class E-2 common stock, par value $0.0001 per share (which shall not be entitled to vote), 750,000 shares of PubCo Class E-3 common stock, par value $0.0001 per share (which shall not be entitled to vote), 300,000,000 shares of PubCo Class M common stock, par value $0.0001 per share (which shall be entitled to ten votes per share), 800,000,000 shares of PubCo Class O common stock, par value $0.0001 per share (which shall be entitled to one vote per share) and 300,000,000 shares of PubCo Class V common stock, par value $0.0001 per share (which shall be entitled to ten votes per share), and an unlimited number of shares of preferred stock, par value $0.0001 per share.

B. Proposal No. 3B — Advisory Governance Proposal B — To eliminate provisions specific to PubCo’s status as a blank check company that will serve no purpose following the consummation of the business combination.

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C. Proposal No. 3C — Advisory Governance Proposal C — To declassify the board of directors of PubCo with the result being that each director will be elected annually for a term of one year.

D. Proposal No. 3D — Advisory Governance Proposal D — To require the approval by affirmative vote of holders of at least 66 2/3% of the voting power of PubCo’s then-outstanding shares of capital stock entitled to vote generally at an election of directors to make any amendment to certain provisions of the Proposed Charter.

4. Proposal No. 4 — The Nasdaq Proposal — To consider and vote upon a proposal to approve the issuance of shares of common stock of PubCo in connection with the business combination pursuant to applicable Nasdaq Stock Market (“Nasdaq”) listing rules (the “Nasdaq Proposal”).

5. Proposal No. 5 — The Incentive Equity Plan Proposal — To consider and vote upon a proposal to approve and adopt the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan in the form mutually agreed upon among BT OpCo, BT Assets and PubCo and attached hereto as Annex H (the “Incentive Equity Plan Proposal”).

6. Proposal No. 6 — The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal, the “Proposals”).

Only holders of record of PubCo Class A common stock and PubCo Class B common stock at the close of business on February 3, 2023 are entitled to notice of and to vote at the special meeting and any adjournments or postponements thereof.

Pursuant to PubCo’s Existing Charter, PubCo is providing the holders of PubCo Class A common stock originally sold as part of the units issued in its initial public offering, which closed on March 1, 2022 (the “IPO” and such holders, the “public stockholders”), with the opportunity to redeem, upon the Closing, shares of PubCo Class A common stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest but net of franchise and income taxes payable) from the IPO and a concurrent private placement of warrants to the Sponsor. For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September 30, 2022 of approximately $322.8 million, the estimated per share redemption price would have been approximately $10.21, subject to adjustment for taxes payable from interest earned on the Trust Account. Public stockholders may elect to cause the redemption of their shares even if they vote in favor of the Business Combination Proposal. A public stockholder, together with any of his, her or its affiliates, or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, in excess of 15% of the outstanding PubCo Class A common stock sold in the IPO. Holders of PubCo’s outstanding PubCo public warrants sold in the IPO, which are exercisable for share of PubCo Class A common stock under certain circumstances, do not have redemption rights in connection with the business combination. Sponsor has agreed to waive its redemption rights in connection with the Closing with respect to any PubCo equity securities it may hold (without any consideration provided in exchange for such waiver). Currently, Sponsor does not own any PubCo Class A common stock and owns 100% of the outstanding PubCo Class B common stock. Prior to Closing, Sponsor will exchange its PubCo Class B common stock for: (i) 6,326,252 shares of PubCo Class A common stock; (ii) 526,666 shares of PubCo Class E-1 common stock; (iii) 526,666 shares of PubCo Class E-2 common stock; and (iv) 526,666 shares of PubCo Class E-3 common stock. Sponsor has agreed to vote its PubCo Class B common stock in favor of each of the Proposals.

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Per the terms of the Transaction Agreement, the Closing is conditioned on the approval of the Business Combination Proposal, the Charter Proposal, and the Nasdaq Proposal. The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal, meaning if the Business Combination Proposal and Nasdaq Proposal are not approved, the Charter Proposal will have no effect, even if approved by PubCo’s stockholders. The Incentive Equity Plan Proposal is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal, meaning if the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are not approved, the Incentive Equity Plan Proposal will have no effect, even if approved by PubCo’s stockholders. The Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in the accompanying proxy statement.

Your attention is directed to the proxy statement accompanying this notice (including the annexes thereto) for a more complete description of the proposed business combination and each of the Proposals. You are encouraged to read the accompanying proxy statement carefully. If you have any questions or need assistance voting your shares, please call PubCo’s proxy solicitor, Morrow Sodali LLC (“Morrow Sodali”), at (800) 662-5200 (banks and brokers call collect at (203) 658-9400).

By Order of the Board of Directors
/s/ Gus Garcia Gus Garcia Co-Chief Executive Officer GSR II Meteora Acquisition Corp.	/s/ Lewis Silberman Lewis Silberman Co-Chief Executive Officer GSR II Meteora Acquisition Corp.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on March 30, 2023: This notice of meeting and the related proxy statement will be available at https://www.cstproxy.com/gsrmet/2023.

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TABLE OF CONTENTS

	Page
ADDITIONAL INFORMATION		1
TRADEMARKS		1
MARKET, INDUSTRY AND OTHER DATA		1
CERTAIN DEFINED TERMS		3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		9
SUMMARY TERM SHEET		11
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR PUBCO STOCKHOLDERS		16
SUMMARY OF THE PROXY STATEMENT		35
SUMMARY HISTORICAL FINANCIAL INFORMATION OF BT OPCO		51
SUMMARY HISTORICAL FINANCIAL INFORMATION OF PUBCO		53
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		55
MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION		58
RISK FACTORS		59
SPECIAL MEETING OF PUBCO STOCKHOLDERS		122
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL		127
PROPOSAL NO. 2 — THE CHARTER PROPOSAL		179
PROPOSAL NO. 3 — THE ADVISORY GOVERNANCE PROPOSALS		182
PROPOSAL NO. 4 — THE NASDAQ PROPOSAL		185
PROPOSAL NO. 5 — THE INCENTIVE EQUITY PLAN PROPOSAL		186
PROPOSAL NO. 6 — THE ADJOURNMENT PROPOSAL		191
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		192
OTHER INFORMATION RELATED TO PUBCO		211
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GSR II METEORA ACQUISITION CORP.		224
BUSINESS OF BITCOIN DEPOT		231
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BITCOIN DEPOT		245
DESCRIPTION OF PUBCO SECURITIES		267
SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK		273
BENEFICIAL OWNERSHIP OF SECURITIES		274
OFFICERS AND DIRECTORS OF PUBCO UPON CONSUMMATION OF THE BUSINESS COMBINATION		277
EXECUTIVE COMPENSATION		282
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		285
COMPARISON OF CORPORATE GOVERNANCE AND STOCKHOLDERS’ RIGHTS		288

	Page
NO APPRAISAL RIGHTS		297
STOCKHOLDER PROPOSALS AND NOMINATIONS		297
STOCKHOLDER COMMUNICATIONS		297
HOUSEHOLDING INFORMATION		298
SUBMISSION OF STOCKHOLDER PROPOSALS		298
OTHER MATTERS		298
WHERE YOU CAN FIND ADDITIONAL INFORMATION		298
INDEX TO FINANCIAL STATEMENTS		F-1

ANNEX A: TRANSACTION AGREEMENT	A-1
ANNEX B: FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PUBCO	B-1
ANNEX C: FORM OF AMENDED AND RESTATED BYLAWS OF PUBCO	C-1
ANNEX D: FORM OF TAX RECEIVABLE AGREEMENT	D-1
ANNEX E: FORM OF AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT OF BT OPCO	E-1
ANNEX F: SPONSOR SUPPORT AGREEMENT	F-1
ANNEX G: FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT	G-1
ANNEX H: FORM OF BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN	H-1
ANNEX I: FAIRNESS OPINION OF LADENBURG	I-1

ADDITIONAL INFORMATION

If you have questions about the business combination or the special meeting, or if you need to obtain copies of this proxy statement, the enclosed proxy card or other documents incorporated by reference in the proxy statement, you may contact PubCo’s proxy solicitor listed below. You will not be charged for any of the documents you request.

Morrow Sodali LLC

Telephone: (800) 662-5200

(banks and brokers call collect at (203) 658-9400)

Email: GSRM.info@investor.morrowsodali.com

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on March 30, 2023, you must request the information no later than five business days prior to the date of the special meeting, by March 23, 2023.

For a more detailed description of the information incorporated by reference in the enclosed proxy statement and how you may obtain it, see the section entitled “Where You Can Find Additional Information.”

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. PubCo does not intend its use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of PubCo by, any other companies.

MARKET, INDUSTRY AND OTHER DATA

This proxy statement includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms or other independent sources and our own estimates based on our management’s knowledge of and experience in the market sectors in which we compete.

Certain information in the section of this proxy statement entitled “Business of Bitcoin Depot” is derived from third party sources, including Coinatmradar.com, Federal Reserve Bank of San Francisco and Travis Credit Union. In accordance with the use requirements of the foregoing sources, please refer to the following links:

• Coinatmradar.com:

• https://coinatmradar.com/country/226/bitcoin-atm-united-states/

• https://coinatmradar.com/charts/top-operators/united-states/

• https://coinatmradar.com/charts/top-operators/Canada/

• Federal Reserve Bank of San Francisco: https://www.frbsf.org/cash/publications/fed-notes/2022/may/2022-findings-from-the-diary-of-consumer-payment-choice/

• Travis Credit Union: https://www.traviscu.org/

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Certain monetary amounts, percentages and other figures included in this proxy statement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them. The compound annual growth rates (“CAGR”) included in this proxy statement reflect the increase or decrease required for a number to vary from its value at the beginning of each applicable period to its value at the end of each applicable period, assuming the increase or decrease occurred steadily and was compounded over the referenced time period.

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CERTAIN DEFINED TERMS

Unless the context otherwise requires, references in this proxy statement to:

• “Aggregate Phantom Equity Consideration” are to the total dollar value of the consideration payable in respect of the cancellation of the Phantom Equity Awards held by the Phantom Equity Holders immediately prior to the Closing pursuant to the Phantom Equity Plan and Section 2.6 of the Transaction Agreement;

• “Amended and Restated Registration Rights Agreement” are to that certain Amended and Restated Registration Rights Agreement to be entered into by and among PubCo, Sponsor, BT Assets and the other holders party thereto;

• “BitAccess” are to BitAccess Inc., a Canada corporation;

• “BT Assets” are to BT Assets, Inc., a Delaware corporation;

• “BT Companies” are to BT OpCo and its subsidiaries;

• “BT Entities” are to BT Assets and BT OpCo;

• “BT OpCo” and “Bitcoin Depot” are to (i) Lux Vending, LLC, a Georgia limited liability company and wholly-owned subsidiary of BT Assets, before the business combination; and (ii) the BT Surviving Entity, after the business combination;

• “BT OpCo Common Units” are to the common units of BT OpCo;

• “BT OpCo Earnout Units” are to the (i) Class 1 Earnout Units of BT OpCo, (ii) Class 2 Earnout Units of BT OpCo and (iii) Class 3 Earnout Units of BT OpCo;

• “BT OpCo Matching Warrants” are to the warrants to be issued by BT OpCo to PubCo to purchase a number of BT OpCo Common Units equal to the number of shares of PubCo Class A common stock that may be purchased upon the exercise in full of all warrants of PubCo outstanding immediately after Closing;

• “BT OpCo Merger” are to the merger of BT OpCo with and into a newly-formed Delaware limited liability company known as “Bitcoin Depot Operating LLC”, with Bitcoin Depot Operating LLC surviving the merger (the “BT Surviving Entity”), and in connection with which BT OpCo will issue the BT OpCo Common Units and certain of the BT OpCo Earnout Units to BT Assets;

• “BT Stockholders” are to Brandon Mintz and his affiliates (including, for the avoidance of doubt, BT Assets);

• “BT Transaction Bonus Payments” are to all amounts payable pursuant to the arrangements listed on the “BT Transaction Bonus Payments Schedule” of Section 1.1 of the disclosure letter delivered to PubCo on the date of execution of the Transaction Agreement;

• “business combination” are to the transactions contemplated by the Transaction Agreement;

• “Closing” are to the consummation of the business combination;

• “Closing Date” are to the date the Closing takes place;

• “Code” are to the U.S. Internal Revenue Code of 1986, as amended;

• “Credit Agreement” are to that certain credit agreement dated December 21, 2020, among BT OpCo, as borrower, BT Assets, as guarantor, the subsidiary guarantors party thereto, the financial institutions and institutional investors from time to time party thereto, as lenders, and Silverview Credit Partners, LP, as administrative agent, as amended on March 31, 2022 (and as may be further amended from time to time), which governs the Term Loan;

• “Cryptocurrency” means an asset that is issued and/or transferred using distributed ledger or blockchain technology;

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• “DGCL” are to the General Corporation Law of the State of Delaware;

• “Employment Agreements” are to each of the employment agreements, in a form mutually agreed upon by PubCo and BT Assets, to be entered into with certain key employees and BT OpCo and PubCo, which shall be effective as of the Closing;

• “Equity Line” are to a committed equity financing facility, which PubCo has agreed to use its commercially reasonable efforts to obtain and make available, for the benefit of PubCo and BT OpCo following the Closing;

• “Existing Organizational Documents” are to PubCo’s amended and restated certificate of incorporation (the “Existing Charter”) and bylaws (the “Existing Bylaws”);

• “Governmental Authority” are to any federal, national, state, provincial, territorial or municipal government, or any political subdivision of such government, and any agency, commission, department, board, bureau, official, minister, arbitral body (public or private), tribunal or court, whether national, state, provincial, local, foreign or multinational, exercising executive, legislative, judicial, regulatory or administrative functions of a nation, state, province or municipal government, or any political subdivision of such authority, including any authority having governmental or quasi-governmental powers, domestic or foreign;

• “GSRM” are to GSR II Meteora Acquisition Corp., a Delaware corporation;

• “Incentive Equity Plan” are to the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan in the form mutually agreed upon among the BT Entities and PubCo and attached hereto as Annex H;

• “Incentive Issuances” are to the potential issuances by PubCo, which may be made at BT Assets’ sole discretion after reasonable consultation with PubCo, of up to an additional 4,740,000 newly issued shares of PubCo Class A common stock, in the aggregate, to certain persons who may enter into written agreements with PubCo or BT OpCo to (i) invest in the PIPE Subscriptions, (ii) provide an Equity Line, (iii) agree to not redeem any public shares beneficially owned by such person or his, her or its affiliates pursuant to the Existing Organizational Documents in connection with the transactions contemplated in the Transaction Agreement or (iv) provide debt financing;

• “Investment Company Act” are to the Investment Company Act of 1940, as amended;

• “IPO” are to PubCo’s initial public offering of units, which closed on March 1, 2022;

• “Lock-up Period” are to the period beginning on the Closing Date through the date that PubCo issues its fourth quarterly earnings release that occurs at least 60 days after the Closing Date, provided, that: (i) 25% of the Lock-up Shares shall be released from the lock-up upon PubCo issuing its first quarterly earnings release that occurs at least 60 days after the Closing Date; (ii) an additional 25% of the Lock-up Shares shall be released from the lock-up upon PubCo issuing its second quarterly earnings release that occurs at least 60 days after the Closing; and (iii) a further 25% of the Lock-up Shares shall be released from the lock-up upon PubCo issuing its third quarterly earnings release that occurs at least 60 days after the Closing;

• “Lock-up Shares” are to with respect to Sponsor, the shares of PubCo common stock and warrants exercisable for shares of PubCo common stock directly or indirectly held by Sponsor;

• “Phantom Equity Awards” are to the awards granted under the Phantom Equity Plan;

• “Phantom Equity Holder” are to each person who has been granted a Phantom Equity Award under the Phantom Equity Plan;

• “Phantom Equity Plan” are to the Lux Vending, LLC d/b/a Bitcoin Depot 2021 Participation Plan;

• “PIPE Subscriptions” are to any additional equity or equity linked financing from new or existing investors at or immediately following the Closing;

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• “Pre-Closing Restructuring” are to the series of reorganizations contemplated by the Transaction Agreement, including (i) the adoption of the PubCo Amended and Restated Bylaws and PubCo Amended and Restated Charter, and (ii) the BT OpCo Merger;

• “PubCo” are to (i) GSRM, before the business combination, and (ii) the combined post-business combination company, after the effectiveness of the business combination;

• “PubCo Amended and Restated Bylaws” are to the amended and restated bylaws of PubCo that will be in effect immediately prior to the Closing;

• “PubCo Amended and Restated Charter” are to the second amended and restated certificate of incorporation of PubCo that will be in effect immediately prior to the Closing;

• “PubCo Available Cash” means, in respect of PubCo, an amount equal to the (i) cash available in the Trust Account, minus (ii) any amounts required to satisfy the PubCo Share Redemption Amount, plus (iii) any proceeds from the consummation of the PIPE Subscriptions, plus (iv) any amounts drawn by PubCo in connection with the Closing under the Equity Line (for the avoidance of doubt, any amounts undrawn under the Equity Line in connection with the Closing shall not constitute PubCo Available Cash), minus (v) any unpaid PubCo Transaction Expenses (as defined in the Transaction Agreement) payable in cash as of the Closing;

• “PubCo common stock” are to the PubCo Class A common stock, the PubCo Class B common stock, the PubCo Class E common stock, the PubCo Class M common stock, the PubCo Class O common stock, and the PubCo Class V common stock, collectively;

• “PubCo Class A common stock” are to (a) prior to giving effect to the business combination, the Class A common stock, par value $0.0001 per share, of GSRM, and (b) after giving effect to the business combination, the Class A common stock, par value $0.0001 per share, of PubCo ( as the combined post-business combination company);

• “PubCo Class B common stock” are to (a) prior to giving effect to the business combination, the Class B common stock, par value $0.0001 per share, of GSRM, and (b) after giving effect to the business combination, the Class B common stock, par value $0.0001 per share, of PubCo (as the combined post-business combination company);

• “PubCo Class E-1 common stock” are to the Class E-1 common stock, par value $0.0001, of PubCo;

• “PubCo Class E-2 common stock” are to the PubCo Class E-2 common stock, par value $0.0001, of PubCo;

• “PubCo Class E-3 common stock” are to the PubCo Class E-3 common stock, par value $0.0001, of PubCo;

• “PubCo Class E common stock” are to the PubCo Class E-1 common stock, PubCo Class E-2 common stock and PubCo Class E-3 common stock, collectively;

• “PubCo Class M common stock” are to PubCo Class M common stock, par value $0.0001, of PubCo;

• “PubCo Class O common stock” are to the PubCo Class O common stock, par value $0.0001, of PubCo;

• “PubCo Class V common stock” are to the PubCo Class V common stock, par value $0.0001, of PubCo;

• “PubCo private placement warrants” are to the warrants issued to certain of PubCo’s initial stockholders in a private placement that closed simultaneously with the closing of the IPO, and which, after the effectiveness of the business combination, will be in the name of PubCo as the combined post-business combination company;

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• “PubCo public warrants” are to the warrants sold by PubCo as part of the units in the IPO, and which, after the effectiveness of the business combination, will be in the name of the combined post-business combination company;

• “PubCo rights” are to the rights, divided into sixteenths, entitling the holder of one whole right to receive one share of PubCo Class A common stock upon the consummation of the business combination;

• “PubCo Share Redemption” are to the election of an eligible (as determined in accordance with the Existing Organizational Documents) holder of shares of PubCo Class A common stock to redeem all or a portion of the shares of PubCo Class A common stock held by such holder at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which amount shall be net of taxes payable divided by the number of then issued and outstanding shares of PubCo Class A common stock, which redemption will completely extinguish public stockholders’ rights as stockholders of PubCo;

• “PubCo Share Redemption Amount” means the aggregate amount payable from the Trust Account with respect to all PubCo Share Redemptions;

• “PubCo Stockholder Approval” are to the approvals for the business combination as required by the Transaction Agreement;

• “PubCo Warrants” are to the PubCo public warrants and the PubCo private placement warrants;

• “public stockholders” are to the holders of PubCo’s public shares;

• “public shares” are to the shares of PubCo Class A common stock sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);

• “Related Agreements” are to the PubCo Amended and Restated Charter, the BT OpCo Amended and Restated Limited Liability Company Agreement, the Amended and Restated Registration Rights Agreement, the Tax Receivable Agreement and the Sponsor Agreement, collectively;

• “Rights Agreement” are to that certain Rights Agreement, dated February 24, 2022, between PubCo and Continental Stock Transfer & Trust Company, as the PubCo rights agent (the “PubCo Rights Agent”);

• “Sponsor” are to GSR II Meteora Sponsor, LLC, a Delaware limited liability company;

• “Sponsor Agreement” are to that certain Sponsor Agreement, dated as of August 24, 2022, by and among Sponsor, PubCo and BT Assets;

• “Tax Receivable Agreement” are to that certain Tax Receivable Agreement to be entered into by and among PubCo, BT OpCo and BT Assets;

• “Term Loan” are to the initial term loans in an aggregate principal amount of $25.0 million, comprised of two $12.5 million tranches (the “Initial Term Loans”); (ii) a $15.0 million delayed draw term loan facility (the “Delayed Draw Loan”); and (iii) a $5.0 million tranche 3 term loan (the “Tranche 3 Loan”), pursuant to the Credit Agreement;

• “Transaction Agreement” are to the Transaction Agreement, dated as of August 24, 2022, by and among PubCo, Sponsor, BT Assets and BT OpCo;

• “Transactions” means the business combination;

• “Trigger Date” are to the date on which BT Stockholders cease to beneficially own in the aggregate (directly or indirectly) a number of shares of PubCo Class M common stock and PubCo Class V common stock that, in the aggregate, is at least twenty percent (20%) of the voting power represented by the shares of PubCo Class V common stock held by BT Stockholders as of immediately after Closing;

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• “Trust Account” are to the trust account for the benefit of PubCo, certain of its public stockholders and the underwriter of the IPO;

• “Trust Agreement” are to that certain Investment Management Trust Agreement, dated as of February 24, 2022, between PubCo and Continental Stock Transfer & Trust Company, as trustee;

• “Trust Amount” are to the amount of cash available in the Trust Account as of the Closing, after deducting the amount required to satisfy PubCo’s obligations to its stockholders (if any) that exercise their redemption rights;

• “units” are to PubCo’s units sold in the IPO, each of which consists of one share of PubCo Class A common stock, one PubCo public warrant and one-sixteenth of one PubCo right; and

• “Warrant Agreement” are to that certain Warrant Agreement, dated as of February 24, 2022, between Continental Stock Transfer & Trust Company, as warrant agent, and PubCo.

Unless otherwise specified, the voting and economic interests of PubCo’s stockholders immediately following the Closing as set forth in this proxy statement assume the following:

• no stockholders elect to have any of their shares of PubCo Class A common stock redeemed;

• 6,326,252 shares of PubCo Class A common stock are issued in connection with the Sponsor exchanging 6,326,252 shares of PubCo Class B common stock for 6,326,252 shares of PubCo Class A common stock in connection with the business combination;

• 1,579,998 shares of PubCo Class E common stock are issued in connection with the Sponsor exchanging 1,579,998 shares of PubCo Class B common stock for 1,579,998 shares of PubCo Class E common stock in connection with the business combination;

• 44,100,000 shares of PubCo Class V common stock are issued in connection with the business combination;

• no person, including Sponsor, BT OpCo or BT Assets, purchases shares of PubCo Class A common stock in the open market; and

• there are no other issuances of equity interests (including no Incentive Issuances) of PubCo or BT OpCo prior to or in connection with the business combination.

Further, unless otherwise specified, the voting and economic interests of PubCo stockholders immediately following the Closing as set forth in this proxy statement do not take into account the PubCo private placement warrants and PubCo public warrants, which will remain outstanding following the business combination and may be exercised at a later date. Certain sections in this proxy statement refer to a no redemption scenario, a 50% redemption scenario and a maximum redemption scenario. Unless otherwise specified the redemption scenarios are as follows:

• No Redemptions: this scenario assumes that no shares of PubCo Class A common stock are redeemed.

• Assuming 50% Redemptions: this scenario assumes that 15,812,500 shares of PubCo Class A common stock are redeemed for an aggregate payment of approximately $161.4 million (based on the estimated per share redemption price of approximately $10.21 per share) from the Trust Account.

• Assuming Maximum Redemptions: this scenario assumes that 25,611,673 shares of PubCo Class A common stock are redeemed for an aggregate payment of approximately $261.4 million (based on the estimated per share redemption price of approximately $10.21 per share) from the Trust Account, which represents the maximum number of shares that may be redeemed without causing the PubCo Minimum Cash condition to the Closing of the business combination to not be satisfied. Assuming the maximum redemptions and that there are no PIPE Subscriptions and no amount has been drawn by PubCo in connection with the Closing under the Equity Line, the Minimum Condition PubCo

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Available Cash (as defined in the Transaction Agreement) will be comprised of $53.9 million of PubCo Available Cash, less certain BT Transaction Expenses (as defined in the Transaction Agreement) and BT Closing Indebtedness (as defined in the Transaction Agreement) payable in accordance with the terms of the Transaction Agreement. PubCo Available Cash of $53.9 million comprises the cash held in the Trust Account after giving effect to the PubCo Share Redemptions, less any unpaid PubCo Transaction Expenses (as defined in the Transaction Agreement) of $7.5 million, which allows for Over the Top Consideration (as defined in the Transaction Agreement) of $25.9 million to be paid to BT Assets and Contribution Amount (as defined in the Transaction Agreement) of $28.0 million to be paid to BT OpCo.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information included herein and in any oral statements made in connection herewith include “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and expectations and timing related to potential benefits, terms and timing of the business combination. These statements are based on various assumptions, whether or not identified herein, and on the current expectations of the BT Entities’ and PubCo’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of the BT Entities and PubCo.

These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to:

• the parties’ ability to consummate the business combination or, if the parties do not complete the business combination, any other initial business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the business combination or that the approval of the stockholders of PubCo is not obtained;

• estimates and forecasts of financial and performance metrics and expectations and timing related to potential benefits, terms and timing of the business combination;

• risks relating to the uncertainty of the projected financial information with respect to the combined company;

• failure to realize the anticipated benefits of the business combination;

• the occurrence of any other event, change or other circumstances that could give rise to the termination of the Transaction Agreement;

• the ability to maintain the listing of PubCo Class A common stock and PubCo public warrants on Nasdaq following the business combination;

• any other satisfaction or waiver (if applicable) of the conditions to the business combination, including, among other things, the satisfaction or waiver of certain customary closing conditions, including, among others, the existence of no material adverse effect and the receipt of certain stockholder approvals contemplated by this proxy statement;

• the ability of PubCo to issue equity or equity-linked securities, to obtain debt financing or refinance existing indebtedness on satisfactory terms, or otherwise raise financing in connection with the business combination or in the future;

• PubCo’s public securities’ liquidity and trading;

• members of PubCo’s management team allocating their time to other businesses and potentially having conflicts of interest with PubCo’s business or in approving the business combination;

• the use of proceeds not held in the Trust Account or available to PubCo from interest income on the Trust Account balance;

• the future financial performance of PubCo following the business combination;

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• PubCo’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the business combination;

• PubCo’s ability to manage future growth;

• PubCo’s ability to develop new products and services, bring them to market in a timely manner, and make enhancements to its business;

• the effects of competition on PubCo’s future business;

• market adoption and future performance of cryptocurrencies;

• changes in domestic and foreign business, financial, political and legal conditions;

• future global, regional or local economic and market conditions;

• the amount of redemption requests made by PubCo’s public stockholders;

• PubCo’s ability to pay dividends on the PubCo Class A common stock following the business combination;

• the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries;

• the development, effects and enforcement of laws and regulations; and

• those factors described or referenced in this proxy statement, PubCo’s final IPO prospectus dated February 24, 2022 and its most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, in each case, under the heading “Risk Factors,” and other documents of PubCo filed, or to be filed, from time to time with the Securities and Exchange Commission (“SEC”).

If any of these risks materialize or PubCo’s or the BT Entities’ assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the BT Entities and PubCo do not presently know or that the BT Entities and PubCo currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

In addition, forward-looking statements reflect the BT Entities’ and PubCo’s expectations, plans or forecasts of future events and views as of the date hereof. The BT Entities and PubCo anticipate that subsequent events and developments will cause the BT Entities’ and PubCo’s assessments to change. However, while the BT Entities and PubCo may elect to update these forward-looking statements at some point in the future, each of the BT Entities and PubCo specifically disclaims any obligation to do so except as otherwise required by applicable law. These forward-looking statements should not be relied upon as representing the BT Entities’ and PubCo’s assessments as of any date subsequent to the date hereof.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, actual results or the performance of PubCo or the BT Entities may be materially different from those expressed or implied by these forward-looking statements.

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SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Proposals for PubCo Stockholders” and “Summary of the Proxy Statement,” summarizes certain information contained in this proxy statement, but does not contain all of the information that is important to you. You should read carefully this entire proxy statement, including the attached annexes, for a more complete understanding of the matters to be considered at the special meeting of PubCo stockholders.

• GSR II Meteora Acquisition Corp., a Delaware corporation, is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (an “initial business combination”).

• There are currently 31,625,000 shares of PubCo Class A common stock issued and outstanding, in addition to 7,906,250 shares of PubCo Class B common stock issued and outstanding. There are currently 1,976,562 whole PubCo rights currently outstanding. In addition, there are currently 43,848,750 PubCo Warrants outstanding, consisting of 31,625,000 PubCo public warrants originally sold as part of the units in the IPO and 12,223,750 PubCo private placement warrants issued to Sponsor concurrently with the closing of the IPO in the private placement. Each warrant entitles the holder to purchase one whole share of PubCo Class A common stock for $11.50 per share. The warrants will become exercisable on the date that is 30 days after the Closing. Additionally, the warrants will expire five years after the Closing or earlier upon redemption or liquidation. Once such PubCo public warrants become exercisable, PubCo may redeem the outstanding PubCo public warrants, in whole and not in part, (A) for cash at a price of $0.01 per warrant, if the last reported sale price of PubCo Class A common stock for any 20 trading days equals or exceeds $18.00 per share within a 30 trading-day period ending on the third trading day prior to the date on which PubCo sends the notice of redemption to the PubCo public warrant holders or (B) for PubCo Class A common stock at a price of $0.10 per warrant, if the last reported sale price of PubCo Class A common stock for any 20 trading days equals or exceeds $18.00 per share within a 30 trading-day period ending on the third trading day prior to the date on which PubCo sends the notice of redemption to the warrant holders.

• In connection with the Closing, PubCo will issue to each public stockholder one share of PubCo Class A common stock in exchange for each whole PubCo right originally sold as part of the units in the IPO. All other PubCo rights not exchanged for shares of PubCo Class A common stock will expire upon consummation of the business combination.

• BT OpCo is a leading operator of Bitcoin ATMs (“BTMs”). See the section entitled “Business of Bitcoin Depot.”

• On August 24, 2022, PubCo entered into the Transaction Agreement, pursuant to which (among other things) the following shall occur:

• prior to the Closing, BT Assets and PubCo will effect the Pre-Closing Restructuring, which will include (a) consummating the BT OpCo Merger, pursuant to which BT OpCo will issue BT OpCo Common Units and certain BT OpCo Earnout Units to BT Assets, (b) the BT Surviving Entity will amend and restate its limited liability company agreement in the form attached to this proxy statement as Annex E and (c) PubCo will amend and restate the Existing Charter and Existing Bylaws, in the form of Annex B and Annex C, respectively; and

• prior to or upon the Closing, (i) PubCo will pay cash to BT Assets in exchange for certain BT OpCo Common Units, (ii) PubCo will contribute cash to BT OpCo in exchange for certain BT OpCo Common Units, BT OpCo Matching Warrants and a number of BT OpCo Earnout Units equal to the number of shares of PubCo Class E common stock issued to Sponsor, (iii) Sponsor will exchange all of its shares of PubCo Class B common stock for newly issued shares of PubCo Class A common stock and, subject to the terms of conversion or forfeiture and cancellation set forth in the Sponsor Agreement, PubCo Class E common stock, (iv) BT Assets will subscribe for

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newly issued shares of PubCo Class V common stock and (v) PubCo may issue a certain number of additional shares of newly issued PubCo Class A common stock to persons who may enter into written agreements with PubCo or BT OpCo in connection with the Incentive Issuances, if any. As a result of and immediately following the Closing, assuming no redemptions of shares of PubCo Class A common stock and no Incentive Issuances in connection with the business combination, BT Assets and PubCo will hold approximately 51.4% and 48.6%, respectively, of the issued and outstanding BT OpCo Common Units. Following the Closing, PubCo’s assets will consist solely of its interests in BT OpCo.

• In connection with the execution of the Transaction Agreement, PubCo also entered into the following agreement:

• Sponsor Agreement. PubCo entered into the Sponsor Agreement with Sponsor and BT Assets, pursuant to which Sponsor agreed to vote in favor of the Proposals (as defined below), in each case, subject to the terms and conditions contemplated by the Sponsor Agreement. Sponsor also agreed to (a) waive certain anti-dilution protections to which it may be entitled to under PubCo’s organizational documents or otherwise, certain transfer restrictions on any PubCo common stock and PubCo warrants, PubCo rights or other equity interests of PubCo owned by Sponsor, and (b) not to approve any business combination other than a business combination with BT Assets, its stockholders and their respective affiliates and representatives. For more information about the Sponsor Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Agreement.”

• In connection with the Closing, PubCo will adopt or enter into, among other things, the following instruments and agreements:

• PubCo Amended and Restated Charter. Pursuant to the terms of the Transaction Agreement, the PubCo Amended and Restated Charter will be the certificate of incorporation of PubCo following the Closing, which will, among other things, provide for six classes of stock, (i) the PubCo Class A common stock, which represents the current outstanding shares of PubCo common stock held by the public stockholders of PubCo and which will be issued to (A) Sponsor in connection with the conversion of Sponsor’s PubCo Class B common stock and (B) persons who may enter into written agreements with PubCo or BT OpCo in connection with the Incentive Issuances, if any, (ii) the PubCo Class B common stock, which is currently held by Sponsor and which will convert into shares of PubCo Class A common stock and PubCo Class E common stock in connection with the Closing, (iii) the PubCo Class E common stock, which will be subdivided into PubCo Class E-1 common stock, PubCo Class E-2 common stock and PubCo Class E-3 common stock and are subject to conversion into shares of PubCo Class A common stock upon achievement of milestones for the per share price of PubCo Class A common stock during the applicable earn-out period agreed to by the parties, and any such shares of PubCo Class E common stock that are not converted into shares of PubCo Class A common stock will be cancelled upon the expiration of the applicable earn-out periods, (iv) the PubCo Class M common stock, none of which will be issued and outstanding at Closing, (v) the PubCo Class O common stock, none of which will be issued and outstanding at Closing and (vi) the PubCo Class V common stock, which will be issued to BT Assets in connection with the Closing. For more information about the PubCo Amended and Restated Charter, see section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — PubCo Amended and Restated Charter.”

• BT OpCo Amended and Restated Limited Liability Company Agreement. At the Closing, BT OpCo, PubCo and BT Assets will enter into the Amended and Restated Limited Liability Company Agreement of BT OpCo (“BT OpCo Amended and Restated Limited Liability Company Agreement”), which will set forth, among other things, the rights and obligations of the members and managing member of BT OpCo. For more information about the BT OpCo Amended and Restated Limited Liability Company Agreement, see the section entitled “Proposal No. 1 — The

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Business Combination Proposal — Related Agreements — BT OpCo Amended and Restated Limited Liability Company Agreement.”

• Amended and Restated Registration Rights Agreement. At the Closing, PubCo, Sponsor, BT Assets, and the other parties signatory thereto will enter into the Amended and Restated Registration Rights Agreement, which will amend and restate the Registration Rights Agreement, dated as of February 24, 2022, by and among PubCo, Sponsor and the other holders party thereto. Pursuant to the Amended and Restated Registration Rights Agreement, PubCo will agree to file a registration statement for a shelf registration on Form S-1 or Form S-3 within 45 days following Closing and Sponsor and BT Assets will be granted certain customary registration rights with respect to the securities of PubCo. For more information about the Amended and Restated Registration Rights Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Amended and Restated Registration Rights Agreement.”

• Tax Receivable Agreement. At the Closing, PubCo will enter into a Tax Receivable Agreement with BT OpCo and BT Assets. Pursuant to the Tax Receivable Agreement, PubCo will generally be required to pay BT Assets 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign income taxes that PubCo realizes, or in certain circumstances is deemed to realize, as a result of certain tax attributes (the “Tax Attributes”), including:

• existing tax basis in certain assets of BT OpCo, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to BT OpCo Common Units acquired by PubCo at the Closing and thereafter in accordance with the terms of the BT OpCo Amended and Restated Limited Liability Company Agreement;

• tax basis adjustments resulting from PubCo’s acquisition of BT OpCo Common Units from BT Assets at the Closing and thereafter pursuant to the terms of the BT OpCo Amended and Restated Limited Liability Company Agreement (including any such adjustments resulting from certain payments made by PubCo under the Tax Receivable Agreement);

• disproportionate tax-related allocations as a result of Section 704(c) of the Code; and

• tax deductions in respect of interest payments deemed to be made by PubCo in connection with the Tax Receivable Agreement.

For more information about the Tax Receivable Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

• Unless waived by PubCo, BT Assets, and BT OpCo, the Closing is subject to a number of conditions set forth in the Transaction Agreement, including, among others, receipt of the requisite stockholder approval of the Transaction Agreement and the transactions contemplated thereby, and certain other Proposals as contemplated by this proxy statement. For more information about the conditions to the Closing of the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Conditions to the Closing of the Business Combination.”

• The Transaction Agreement may be terminated at any time prior to the Closing upon mutual written agreement by BT Assets and PubCo, or by BT Assets or PubCo unilaterally, in specified circumstances. For more information about the termination rights under the Transaction Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Termination.”

• The proposed business combination involve numerous risks. For more information about these risks, please read the section of this proxy statement entitled “Risk Factors.”

• Under the Existing Organizational Documents, holders of public shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the

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Existing Organizational Documents. As of September 30, 2022, this would have amounted to approximately $10.21 per share. If a holder exercises his, her or its redemption rights, then such holder will be exchanging his, her or its PubCo Class A common stock for cash and will no longer own shares of PubCo. Such a holder will be entitled to receive cash for its public shares only if such holder properly demands redemption and delivers his, her or its shares (either physically or electronically) to PubCo’s transfer agent in accordance with the procedures described herein. Notwithstanding the foregoing, a holder of the public shares, together with any affiliate of his, her or it, or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from seeking redemption rights with respect to more than 15% of the PubCo Class A common stock included in the units sold in the IPO, which we refer to as the “15% threshold.” Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. Each redemption of PubCo Class A common stock by PubCo’s public stockholders will decrease the amount in the Trust Account, which held approximately $322.8 million as of September 30, 2022. In no event will PubCo redeem public shares in an amount that would cause its net tangible assets to be less than $5,000,001. See the section entitled “Special Meeting of PubCo Stockholders — Redemption Rights.”

• It is anticipated that, upon completion of the business combination and assuming no redemptions of shares of PubCo Class A common stock in connection with the business combination and no Incentive Issuances, PubCo’s ownership will be as follows: (a) PubCo’s public stockholders will own approximately 39.4% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class A common stock) (representing 7.0% of the voting power of PubCo); (b) the Sponsor will own approximately 9.2% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class A common stock) (representing 1.3% of the voting power of PubCo); and (c) BT Assets will own approximately 51.4% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class V common stock, which will be non-economic and represents approximately 91.7% of the voting power in PubCo as the PubCo Class V common stock will carry ten votes per share). In turn, PubCo will hold approximately 48.6% of the BT OpCo Common Units and BT Assets will hold approximately 51.4% of the BT OpCo Common Units. These levels of ownership interest assume that no shares are elected to be redeemed in connection with the business combination and that there no Incentive Issuances.

• It is anticipated that, upon completion of the business combination, (a) PubCo’s public stockholders will own 31,625,000 PubCo warrants and (b) Sponsor will own 6,326,252 shares of PubCo Class A common stock, 526,666 shares of PubCo Class E-1 common stock, 526,666 shares of PubCo Class E-2 common stock, 526,666 shares of PubCo Class E-3 common stock and 12,223,750 PubCo warrants. PubCo’s public stockholders and warrant holders will receive no monetary consideration in connection with the completion of the business combination. Based on an assumed value of a share of PubCo Class A common stock of $10.21 and assuming no redemptions of shares of PubCo Class A common stock and no Incentive Issuances in connection with the business combination, the aggregate value of consideration holders of PubCo common stock will receive for their shares pursuant to the business combination is approximately $322.8 million. Holders of the PubCo public warrants, which are exercisable for one share of PubCo Class A common stock at an exercise price of $11.50 per share, will be in the same form as originally issued, except they will be in the new name of PubCo; however, depending on the price of PubCo Class A common stock following the business combination, such warrants may have no value and may expire worthless or otherwise be redeemed in accordance with their terms. Holders of whole PubCo rights will be directed by PubCo to exchange PubCo rights for full shares of PubCo Class A common stock.

• PubCo’s board of directors considered various factors in determining whether to approve the Transaction Agreement and the business combination. For more information about PubCo’s decision-making process, see the section entitled “Proposal No. 1 — The Business Combination Proposal — PubCo’s Board of Directors’ Reasons for the Approval of the Business Combination.”

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• In addition to voting on the proposal to approve and adopt the Transaction Agreement and the business combination (the “Business Combination Proposal”) at the special meeting, PubCo’s stockholders will also be asked to vote on:

• a proposal to approve and adopt the proposed second amended and restated certificate of incorporation (“Proposed Charter”) of the combined post-business combination company (also referred to herein as “PubCo”), in the form attached to this proxy statement as Annex B, which if approved, and assuming the Business Combination Proposal and the Nasdaq Proposal (defined below) are approved, will take effect immediately prior to the Closing of the business combination (the “Charter Proposal”);

• proposals, on a non-binding advisory basis, approving certain material differences between PubCo’s Existing Charter and the Proposed Charter, which are being presented separately in accordance with the requirements of the SEC as four different sub-proposals (collectively, the “Advisory Governance Proposals”);

• a proposal to approve the issuance of shares of PubCo in connection with the business combination pursuant to applicable Nasdaq listing rules (the “Nasdaq Proposal”);

• a proposal to approve and adopt the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan in the form mutually agreed upon among BT OpCo, BT Assets and PubCo and attached hereto as Annex H (the “Incentive Equity Plan Proposal”); and

• a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal, the “Proposals”).

For more information, see the sections entitled “Proposal No. 2 — The Charter Proposal,” “Proposal No. 3 — The Advisory Governance Proposals,” “Proposal No. 4 — The Nasdaq Proposal,” “Proposal No. 5 — The Incentive Equity Plan Proposal” and “Proposal No. 6 — The Adjournment Proposal.”

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS FOR PUBCO STOCKHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders of GSR II Meteora Acquisition Corp. (“PubCo”), including the proposed business combination. The following questions and answers do not include all the information that is important to PubCo stockholders. PubCo stockholders are encouraged to read carefully this entire proxy statement, including the annexes and other documents referred to herein.

Q: Why am I receiving this proxy statement?

A: PubCo stockholders are being asked to consider and vote upon, among other things, a proposal to (a) approve and adopt the Transaction Agreement, pursuant to which, among other transactions, PubCo will enter into a series of transactions with Sponsor, BT Assets and BT OpCo, upon which PubCo will change its name to “Bitcoin Depot Inc.” (and the combined post-business combination company will be reorganized into an umbrella partnership C corporation (or “Up-C”) structure).

A copy of the Transaction Agreement is attached to this proxy statement as Annex A. This proxy statement and its annexes contain important information about the proposed business combination and the other matters to be acted upon at the special meeting. You should read this proxy statement and its annexes carefully and in their entirety.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement and its annexes.

Q: What is being voted on at the special meeting?

A: Below are the proposals on which PubCo stockholders will vote at the special meeting.

1. Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement and (b) approve the business combination.

2. Proposal No. 2 —The Charter Proposal — To consider and vote upon a proposal to approve and adopt the Proposed Charter in the form attached to the accompanying proxy statement as Annex B, which if approved, and assuming the Business Combination Proposal and the Nasdaq Proposal are approved, will take effect immediately prior to the Closing.

3. The Advisory Governance Proposals — To consider and vote upon the following proposals, on a non-binding advisory basis, approving certain material differences between the Existing Charter and the Proposed Charter, which are being presented separately in accordance with the requirements of the SEC as four different sub-proposals:

A. Proposal No. 3A — Advisory Governance Proposal A — To authorize the change in the authorized capital stock of PubCo from 100,000,000 shares of PubCo Class A common stock, par value $0.0001 per share, 20,000,000 shares of PubCo Class B common stock, par value $0.0001 per share, and 1,000,000 shares of undesignated preferred stock, to 800,000,000 shares of PubCo Class A common stock, par value $0.0001 per share (which shall be entitled to one vote per share), 20,000,000 shares of PubCo Class B common stock, par value $0.0001 per share (which shall be entitled to one vote per share), 750,000 shares of PubCo Class E-1 common stock, par value $0.0001 per share (which shall not be entitled to vote), 750,000 shares of PubCo Class E-2 common stock, par value $0.0001 per share (which shall not be entitled to vote), 750,000 shares of PubCo Class E-3 common stock, par value $0.0001 per share (which shall not be entitled to vote), 300,000,000 shares of PubCo Class M common stock, par value $0.0001 per share (which shall be entitled to ten votes per share), 800,000,000 shares of PubCo Class O common stock, par value $0.0001 per share (which shall be entitled to one vote per share) and 300,000,000 shares of PubCo Class V common stock, par value $0.0001 per share (which shall be entitled to ten votes per share), and an unlimited number of shares of preferred stock, par value $0.0001 per share.

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B. Proposal No. 3B — Advisory Governance Proposal B — To eliminate provisions specific to PubCo’s status as a blank check company that will serve no purpose following the consummation of the business combination.

C. Proposal No. 3C — Advisory Governance Proposal C — To declassify the board of directors of PubCo with the result being that each director will be elected annually for a term of one year.

D. Proposal No. 3D — Advisory Governance Proposal D — To require the approval by affirmative vote of holders of at least 66 2/3% of the voting power of PubCo’s then-outstanding shares of capital stock entitled to vote generally at an election of directors to make any amendment to certain provisions of the PubCo Amended and Restated Charter.

4. Proposal No. 4 — The Nasdaq Proposal — To consider and vote upon a proposal to approve the issuance of shares of PubCo in connection with the business combination pursuant to applicable Nasdaq listing rules;

5. Proposal No. 5 — The Incentive Equity Plan Proposal — To consider and vote upon a proposal to approve and adopt the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan in the form mutually agreed upon among BT OpCo, BT Assets and PubCo and attached hereto as Annex H;

6. Proposal No. 6 — The Adjournment Proposal — To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals and the Nasdaq Proposal and the Incentive Equity Plan Proposal.

Q: What happens if a substantial number of the public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: PubCo’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders.

While the Transaction Agreement provides that PubCo must hold a minimum amount of available cash immediately prior to the Closing, the Transaction Agreement provides PubCo with the ability to seek additional binding commitments for financing, including through an Equity Line and PIPE Subscriptions. Further, the Transaction Agreement provides that, prior to the Closing, the Sponsor and its affiliates shall be entitled to arrange for the purchase by third persons of additional shares of PubCo common stock at a price per share of $10.00, such that (i) if an Equity Line is not obtained at or prior to Closing, the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement) at the Closing is equal to at least $45,000,000 (the “PubCo No EL Minimum Cash”), and (ii) if an Equity Line is obtained at or prior to Closing, the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement) at the Closing is equal to at least $30,000,000 (the “PubCo EL Minimum Cash”, and together with the PubCo No EL Minimum Cash, the “PubCo Minimum Cash”).

Q: Are the Proposals conditioned on one another?

A: Yes. Per the terms of the Transaction Agreement, the Closing is conditioned on the approval of the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal. The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Nasdaq Proposal, meaning if the Business Combination Proposal and Nasdaq Proposal are not approved, the Charter Proposal will have no effect, even if approved by PubCo’s stockholders. The Incentive Equity Plan Proposal is conditioned on the approval of the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal, meaning if the Business Combination Proposal, the Nasdaq Proposal and the Charter Proposal are not approved, the Incentive Equity

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Plan Proposal will have no effect, even if approved by PubCo’s stockholders. The Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the approval of any other Proposal set forth in this proxy statement.

Q: Why is PubCo providing stockholders with the opportunity to vote on the business combination?

A: Under the Existing Organizational Documents, PubCo must provide all holders of PubCo Class A common stock with the opportunity to redeem their public shares upon the consummation of an initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, PubCo has elected to provide its stockholders with the opportunity to have their public shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, PubCo is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their public shares in connection with the Closing. The approval of PubCo’s stockholders of the Business Combination Proposal is also a condition to closing in the Transaction Agreement. Holders of PubCo’s warrants are not entitled to vote on the business combination. Under the Existing Organizational Documents, the PubCo Warrants do not have redemption rights in connection with the business combination.

Q: What will happen in the business combination?

A: On August 24, 2022, PubCo, Sponsor, BT Assets and BT OpCo entered into the Transaction Agreement, pursuant to which (among other things) the following shall occur:

• prior to the Closing, BT Assets and PubCo will effect the Pre-Closing Restructuring, which will include (a) consummating the BT OpCo Merger, pursuant to which BT OpCo will issue BT OpCo Common Units and certain BT OpCo Earnout Units to BT Assets, (b) the BT Surviving Entity amending and restating its limited liability company agreement in the form attached to this proxy statement as Annex E and (c) PubCo amending and restating the Existing Organizational Documents, in the form of Annex B and Annex C, respectively; and

• prior to or upon the Closing, (i) PubCo will pay cash to BT Assets in exchange for certain BT OpCo Common Units, (ii) PubCo will contribute cash to BT OpCo in exchange for certain BT OpCo Common Units, BT OpCo Matching Warrants and a number of BT OpCo Earnout Units equal to the number of shares of PubCo Class E common stock issued to Sponsor, (iii) Sponsor will exchange all of its shares of PubCo Class B common stock for newly issued shares of PubCo Class A common stock and, subject to the terms of conversion or forfeiture and cancellation set forth in the Sponsor Agreement, PubCo Class E common stock, (iv) BT Assets will subscribe for newly issued shares of PubCo Class V common stock, of PubCo and (v) PubCo may issue a certain number of additional shares of newly issued PubCo Class A common stock to persons who may enter into written agreements with PubCo or BT OpCo in connection with the Incentive Issuances, if any. As a result of and immediately following the Closing, assuming no redemptions of shares of PubCo Class A common stock and no Incentive Issuances in connection with the business combination, BT Assets and PubCo will hold approximately 51.4% and 48.6%, respectively, of the issued and outstanding BT OpCo Common Units. Following the Closing, PubCo’s assets will consist solely of its interests in BT OpCo.

A copy of the Transaction Agreement is attached to this proxy statement as Annex A. For more information about the Transaction Agreement and the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Q: What factors did PubCo’s board of directors consider in connection with its decision to recommend voting in favor of the business combination?

A: PubCo’s board of directors considered a variety of factors in connection with its decision to recommend voting in favor of the business combination. Some of these factors include, but are not limited to:

• Review of Bitcoin Depot’s historical financials and projected financials;

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• Bitcoin Depot’s customer contracts;

• Bitcoin Depot’s existing debt financing agreements;

• Bitcoin Depot’s compliance policies and systems;

• Discussions with Bitcoin Depot management;

• Discussions with investment professionals in the ATM, payments and cryptocurrency industries;

• Management presentation materials from Bitcoin Depot;

• Financial data of public companies that are comparable to Bitcoin Depot; and

• Discussions with and opinion of PubCo’s fairness opinion advisor.

Q: What conditions must be satisfied to complete the business combination?

A: There are a number of closing conditions in the Transaction Agreement, including, but not limited to, the approval by PubCo’s stockholders of the Business Combination Proposal, the Charter Proposal and the Nasdaq Proposal. For more information about the conditions to the Closing of business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Conditions to the Closing of the Business Combination.”

Q: How will PubCo be managed and governed following the business combination?

A: The board of directors of PubCo immediately post-Closing will consist of seven directors, (i) two directors designated by Sponsor, and (ii) five directors designated by BT Assets prior to Closing.

Q: How will BT OpCo be managed and governed following the business combination?

A: Following the business combination, BT OpCo shall be managed, operated and controlled at the sole, absolute and exclusive direction of PubCo as managing member of BT OpCo. BT OpCo’s organizational structure will be an “Up-C” structure, as described further below.

Q: What equity stake will current PubCo stockholders, the Sponsor and BT Assets hold in PubCo following the consummation of the business combination?

A: The following tables illustrate varying estimated ownership levels immediately following consummation of the business combination and the dilution that the PubCo stockholders may experience based on the varying levels of redemptions by the holders of PubCo Class A common stock.

	Assuming No Redemptions					Assuming 50% Redemptions					Assuming Maximum Redemptions
	Shares		Ownership%(4)			Shares		Ownership%(4)			Shares		Ownership%(4)
PubCo public shares(1)		33,801,562		39.4	%		17,989,062		25.7	%		8,189,889		13.6	%
PubCo Sponsor shares(2)		7,906,250		9.2	%		7,906,250		11.3	%		7,906,250		13.1	%
Cumulative PubCo Stockholders		41,707,812		48.6	%		25,895,312		37.0	%		16,096,139		26.7	%
Existing BT Assets owners interest in PubCo(3)		44,100,000		51.4	%		44,100,000		63.0	%		44,100,000		73.3	%
Total		85,807,812		100.0	%		69,995,312		100.0	%		60,196,139		100.0	%

1) Includes 31,625,000 shares of PubCo Class A common stock issued at PubCo’s IPO, 1,976,562 shares of PubCo Class A common stock converted from PubCo rights issued at PubCo’s IPO, and 200,000

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shares of PubCo Class A common stock issued as part of the buyout of the remaining interests in BitAccess upon the Closing of the business combination (the “BitAccess Buyout”) under the no redemptions scenario. The maximum redemptions scenario assumes that 25,611,673 shares of PubCo Class A common stock are redeemed in connection with the business combination, which is the maximum number of shares that may be redeemed without causing the PubCo Minimum Cash condition to the Closing of the business combination to not be satisfied.

2) Includes 6,326,252 shares of PubCo Class A common stock and PubCo Class E common stock that comprises 526,666 shares of PubCo Class E-1 common stock, 526,666 shares of PubCo Class E-2 common stock, and 526,666 shares of PubCo Class E-3 common stock that were converted from 7,906,250 shares of Class B common stock held by the Sponsor at the Closing of the business combination. PubCo Class E common stock represents equity-classified earnouts to the Sponsor and is subject to forfeitures.

3) Includes 44,100,000 non-economic super voting shares of PubCo Class V common stock issued to BT Assets at the Closing of the business combination. These are convertible into shares of PubCo Class M common stock, which are economically equivalent to the shares of PubCo Class A common stock. However, each share of PubCo Class M common stock is entitled to ten votes per share whereas each share of PubCo Class A common stock is entitled to one vote per share.

4) Percentage totals may not foot due to rounding.

	Assuming No Redemptions					Assuming 50% Redemptions					Assuming Maximum Redemptions
	Shares		Ownership%4			Shares		Ownership%4			Shares		Ownership%4
PubCo public shares1		65,426,562		45.2	%		49,614,062		38.5	%		39,814,889		33.4	%
PubCo Sponsor shares2		20,130,000		13.9	%		20,130,000		15.6	%		20,130,000		16.9	%
Cumulative PubCo Stockholders		85,556,562		59.1	%		69,744,062		54.1	%		59,944,889		50.4	%
Existing BT Assets owners interest in PubCo3		59,100,000		40.9	%		59,100,000		45.9	%		59,100,000		49.6	%
Total		144,656,562		100.0	%		128,844,062		100.0	%		119,044,889		100.0	%

1) Includes the impact of the exercise of 31,625,000 PubCo public warrants.

2) Includes the impact of the exercise of 12,223,750 PubCo private placement warrants.

3) Includes the impact of the conversion of BT OpCo Earnout Units, which comprises 5,000,000 Class 1 Earnout Units of BT OpCo, 5,000,000 Class 2 Earnout Units of BT OpCo, and 5,000,000 Class 3 Earnout Units of BT OpCo held by BT Assets, to BT OpCo Common Units and an equal number of non-economic super voting shares of PubCo Class V common stock.

4) Percentage totals may not foot due to rounding.

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The following table summarizes the dilutive effect and the pro forma ownership of common stock of the combined company, and the effect of the per share value of PubCo common stock held by non-redeeming PubCo stockholders, assuming all dilutive securities are exercised and converted to economic shares of PubCo common stock on a one-for-one basis assuming no net settlement of shares upon exercise, following the business combination, under the no redemptions, 50% redemptions and maximum redemption scenarios. The potential dilution impact is calculated at a per share price of $16.01, which represents the minimum price per share at which all dilutive securities are exercisable and can be converted to economic shares of PubCo common stock:

	Assuming No Redemptions				Assuming 50% Redemptions				Assuming Maximum Redemptions
	Number of Shares		Value per Share(1)		Number of Shares		Value per Share(2)		Number of Shares		Value per Share(3)
Base Scenario(4)		85,807,812	$	16.01		69,995,312	$	16.01		60,196,139	$	16.01
Assuming all PubCo Public Warrants are exercised(5)		117,432,812	$	11.70		101,620,312	$	11.03		91,821,139	$	10.50
Assuming all PubCo Private Placement Warrants are exercised(6)		98,031,562	$	14.01		82,219,062	$	13.63		72,419,889	$	13.31
Assuming all BT OpCo Class 1 Earn-Out Units are converted(7)		90,807,812	$	15.13		74,995,312	$	14.94		65,196,139	$	14.78
Assuming all BT OpCo Class 2 Earn-Out Units are converted(7)		90,807,812	$	15.13		74,995,312	$	14.94		65,196,139	$	14.78
Assuming all BT OpCo Class 3 Earn-Out Units are converted(7)		90,807,812	$	15.13		74,995,312	$	14.94		65,196,139	$	14.78
Assuming all PubCo Public Warrants and PubCo Private Placement Warrants are exercised and BT OpCo Class 1 Earn-Out Units, BT OpCo Class 2 Earn-Out Units, and BT OpCo Class 3 Earn-Out Units are vested(8)		144,656,562	$	9.50		128,844,062	$	8.70		119,044,889	$	8.10

1) Based on a post-transaction equity value of the combined company of $1,373.78 million.

2) Based on a post-transaction equity value of the combined company of $1,120.62 million.

3) Based on a post-transaction equity value of the combined company of $963.74 million.

4) Represents the number of pro forma shares of common stock of the combined company, excluding potential shares of common stock from dilutive securities, following the business combination, under the no and maximum redemptions scenarios.

5) Represents the Base Scenario plus the full exercise of 31,625,000 PubCo Public Warrants for a cash exercise price of $11.50 per share.

6) Represents the Base Scenario plus the full exercise of 12,223,750 PubCo Private Placement Warrants for a cash exercise price of $11.50 per share.

7) Represents the Base Scenario plus the full conversion of 5,000,000 BT OpCo Class 1 Earn-Out Units, 5,000,000 BT OpCo Class 2 Earn-Out Units, and 5,000,000 BT OpCo Class 3 Earn-Out Units held by BT Assets, into an equal number of BT OpCo Common Units after the occurrence of the First Milestone, Second Milestone, and Third Milestone (as defined in the Earn-out Consideration section above), respectively, along with an equal number of non-economic super voting shares of PubCo Class V common stock. These are convertible into shares of PubCo Class M common stock, which are economically equivalent to the shares of PubCo Class A common stock. However, each share of PubCo Class M common stock is entitled to ten votes per share whereas each share of PubCo Class A common stock is entitled to one vote per share.

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8) Represents the Base Scenario plus (i) the full exercise of PubCo Public Warrants and PubCo Private Placement Warrants and (ii) full conversion of BT OpCo Class 1 Earn-Out Units, BT OpCo Class 2 Earn-Out Units, and BT OpCo Class 3 Earn-Out Units in accordance with the terms described above.

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q: What are the effective fees payable to the underwriter on a percentage basis for PubCo Class A common stock based on the level of redemptions?

A: Upon completion of an initial business combination, PubCo agreed to pay Oppenheimer & Co Inc. (“Oppenheimer”) an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO, or approximately $11.1 million in the aggregate, which fees are not impacted by the size of such transaction or the level of redemptions associated therewith. In addition, PubCo has separately incurred and paid approximately $4.0 million, net of reimbursement, of underwriting fees upon the closing of the IPO, for aggregate fees of approximately $15.1 million. On February 3, 2023, however, Oppenheimer resigned from its role as financial advisor to PubCo in connection with the business combination and voluntarily waived any claims to the underwriter fee in connection with the PubCo IPO and the business combination marketing fee and the fees previously owed to Oppenheimer will not be paid or reallocated to any other advisor.

The following table illustrates the effective fees paid to Oppenheimer (after giving effect to its resignation) on a percentage basis for PubCo Class A common stock at each redemption level identified below.

	Assuming No Redemptions		Assuming 50% Redemptions		Assuming Maximum Redemptions
Shares of PubCo Class A common stock		31,625,000		15,812,500		6,013,327
Trust proceeds to Bitcoin Depot	$	322,798,354	$	161,399,177	$	61,380,000
Fees paid to the Underwriter	$	4,000,000	$	4,000,000	$	4,000,000
Effective Fees(1)		1.2%		2.5%		6.5%

⁽¹⁾ Based on the estimated per share redemption price of approximately $10.21 per share.

The level of redemptions will also impact the effective fees incurred in connection with the IPO. Assuming no exercise of PubCo public warrants, but exercise of the PubCo rights, in the no redemption scenario, the effective fees paid to Oppenheimer would be approximately $0.12 per public share on a pro forma basis (or 1.2% of the value of shares assuming a trading price of $10.21 per public share). In the 50% redemptions scenario, the effective fees paid to Oppenheimer would be approximately $0.22 per public share on a pro forma basis (or 2.2% of the value of shares assuming a trading price of $10.21 per share). In the maximum redemptions scenario, the effective fees paid to Oppenheimer would be approximately $0.50 per public share on a pro forma basis (or 4.9% of the value of shares assuming a trading price of $10.21 per share).

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Q: What will the value of the shares of PubCo common stock be upon consummation of the business combination?

A: The following table illustrates the trust value per share to a public stockholder that elects not to redeem across a range of varying redemption scenarios.

	As of September 30, 2022
Trust value	$	322,798,354
Total public shares of common stock		31,625,000
Trust value per share of PubCo Class A common stock	$	10.21

	Assuming no Redemptions		Assuming 25% Redemptions		Assuming 50% Redemptions		Assuming 75% Redemptions		Assuming Maximum Redemptions
Redemptions ($)	$	—	$	80,699,589	$	161,399,177	$	242,098,766	$	261,418,354
Redemptions (Shares)		—		7,906,250		15,812,500		23,718,750		25,611,673
Fees and Expenses(1)	$	14,580,000	$	14,580,000	$	14,580,000	$	14,580,000	$	14,580,000
Cash left in trust account post redemption minus fees and expenses	$	308,218,354	$	227,518,766	$	146,819,177	$	66,119,589	$	46,800,000
Shares of PubCo Class A common stock post redemption		31,625,000		23,718,750		15,812,500		7,906,250		6,013,327
Trust Value Per Public Share of PubCo Class A common stock	$	9.75	$	9.59	$	9.29	$	8.36	$	7.78

⁽¹⁾  Includes the estimated fees and expenses payable by PubCo and the BT Entities to accountants, legal advisors and capital markets advisors in connection with the business combination.

Please see the section entitled “Risk Factors — The value of the shares of PubCo common stock may be substantially less than the estimated per-share redemption price of approximately $10.21 as of September 30, 2022.”

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Q: What percentage of voting power will current PubCo stockholders, the Sponsor and BT Assets hold in PubCo following the consummation of the business combination?

A: The following tables illustrate the estimated voting power in PubCo immediately following the consummation of the business combination and the dilution that the PubCo stockholders who elect not to redeem their public shares may experience in connection with the business combination, based on the varying levels of redemptions by the redeeming public stockholders:

	Actual Voting Power
	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
	Percentage of Outstanding Shares(4)			Percentage of Outstanding Shares(4)			Percentage of Outstanding Shares(4)
PubCo public shares(1)		7.0	%		3.9	%		1.8	%
PubCo Sponsor shares(2)		1.3	%		1.4	%		1.4	%
Cumulative PubCo Stockholders		8.3	%		5.2	%		3.2	%
Existing BT Assets owners interest in PubCo(3)		91.7	%		94.8	%		96.8	%
Total		100.0	%		100.0	%		100.0	%

1) Includes 31,625,000 shares of PubCo Class A common stock issued at PubCo’s IPO, 1,976,562 shares of PubCo Class A common stock converted from PubCo rights issued at PubCo’s IPO, and 200,000 shares of PubCo Class A common stock issued as part of the BitAccess Buyout under the no redemptions scenario. The maximum redemptions scenario assumes that 25,611,673 shares of PubCo Class A common stock are redeemed in connection with the business combination, which is the maximum number of shares that may be redeemed without causing the PubCo Minimum Cash condition to the Closing of the business combination to not be satisfied.

2) Includes 6,326,252 shares of PubCo Class A common stock that were converted from shares of PubCo Class B common stock held by the Sponsor at the Closing of the business combination.

3) Includes 44,100,000 non-economic super voting shares of PubCo Class V common stock issued to BT Assets at the Closing of the business combination. The shares of PubCo Class V common stock carry substantially the same rights as the PubCo Class A common stock, except that each share of PubCo Class V common stock carries ten votes per share rather than one vote per share.

4) Percentage totals may not foot due to rounding.

	Fully Diluted Voting Power
	Assuming No Redemptions			Assuming 50% Redemptions			Assuming Maximum Redemptions
	Percentage of Outstanding Shares(4)			Percentage of Outstanding Shares(4)			Percentage of Outstanding Shares(4)
PubCo public shares(1)		9.7	%		7.5	%		6.1	%
PubCo Sponsor shares(2)		3.0	%		3.0	%		3.1	%
Cumulative PubCo Stockholders		12.6	%		10.6	%		9.2	%
Existing BT Assets owners interest in PubCo(3)		87.4	%		89.4	%		90.8	%
Total		100.0	%		100.0	%		100.0	%

1) Includes the impact of the exercise of 31,625,000 PubCo public warrants.

2) Includes the impact of the exercise of 12,223,750 PubCo private placement warrants and conversion of PubCo Class E common stock, which comprises 526,666 shares of PubCo Class E-1 common stock,

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526,666 shares of PubCo Class E-2 common stock, and 526,666 shares of PubCo Class E-3 common stock that were converted from shares of PubCo Class B common stock held by the Sponsor at the Closing of the business combination, to PubCo Class A common stock.

3) Includes the impact of the conversion of BT OpCo Earnout Units, which comprises 5,000,000 Class 1 Earnout Units of BT OpCo, 5,000,000 Class 2 Earnout Units of BT OpCo, and 5,000,000 Class 3 Earnout Units of BT OpCo held by BT Assets, to BT OpCo Common Units and an equal number of non-economic super voting shares of PubCo Class V common stock. The shares of PubCo Class V common stock carry substantially the same rights as the Class A common stock, except that each share of PubCo Class V common stock carries ten votes per share rather than one vote per share.

4) Percentage totals may not foot due to rounding.

Q: What is an “Up-C” Structure?

A: PubCo’s corporate structure following this transaction is commonly referred to as an umbrella partnership-C corporation (“Up-C”) structure, which is often used by partnerships and limited liability companies when they undertake an initial public offering either directly or through a business combination with a special purpose acquisition company, such as PubCo. The Up-C structure will allow BT Assets and its owners to retain their direct and indirect equity ownership in BT OpCo and to continue to realize the tax benefits associated with owning interests in an entity that is treated as a “flow-through” entity for U.S. federal income tax purposes following the business combination. Stockholders of PubCo following the business combination will, by contrast, hold their equity ownership in an entity that is a corporation for U.S. federal income tax purposes, in the form of shares of PubCo Class A common stock. One of the tax benefits to BT Assets and its owners associated with this structure is that future taxable income of BT OpCo that is allocated to BT Assets will be taxed on a flow-through basis and, therefore, will not be subject to corporate taxes at the entity level. Additionally, because BT Assets may redeem or exchange its BT OpCo Common Units for newly issued shares of PubCo Class A common stock or PubCo Class M common stock or, in certain circumstances and at PubCo’s option, for cash, the Up-C structure also provides BT Assets with potential liquidity that holders of non-publicly traded limited liability companies are not typically afforded. BT Assets and its owners also expect to benefit from the Up-C structure as a result of the Tax Receivable Agreement. In particular, pursuant to the Tax Receivable Agreement, PubCo will generally be required to pay BT Assets 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign income taxes that PubCo realizes, or in certain circumstances is deemed to realize, as a result of certain tax attributes. Such payments are expected to be substantial. See the sections of this proxy statement entitled “Risk Factors — Risks Related to Our Organizational Structure and the Tax Receivable Agreement” and “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement” for additional information.

Q: Why is PubCo proposing the Nasdaq Proposal?

A: PubCo is proposing the Nasdaq Proposal in order to comply with Nasdaq listing rules, which require stockholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities or the issuance of stock or securities to any director, officer or “Substantial Stockholder”. In connection with the business combination, PubCo is seeking stockholder approval for the issuance of (subject to customary terms and conditions, including the Closing): (a) 6,326,252 shares of PubCo Class A common stock and 526,666 shares of PubCo Class E-1 common stock, 526,666 shares of PubCo Class E-2 common stock and 526,666 shares of PubCo Class E-3 common stock to Sponsor, (b) 44,100,000 shares of PubCo Class V common stock to BT Assets and (c) 33,801,562 shares of PubCo Class A common stock to the public stockholders. Because the number of securities that PubCo will issue in connection with the business combination is equal to 20% or more of PubCo’s outstanding voting power and outstanding common stock and will issue stock or securities to a “Substantial Stockholder” in excess of amounts that may be issued without stockholder approval, it is required to obtain stockholder approval of such issuances pursuant to Nasdaq listing rules. Stockholder approval of the Nasdaq Proposal is also a condition to closing in the Transaction Agreement. See the section entitled “Proposal No. 3 — The Nasdaq Proposal” for additional information.

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Q: What happens if I sell my PubCo Class A common stock before the special meeting?

A: The record date for the special meeting is earlier than the date that the business combination is expected to be completed. If you transfer your PubCo Class A common stock after the record date, but before the special meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting. However, you will not be able to seek redemption of your PubCo Class A common stock because you will no longer be able to deliver them for cancellation upon the Closing in accordance with the procedures described herein. If you transfer your PubCo Class A common stock prior to the record date, you will have no right to vote those shares at the special meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account.

Q: What vote is required to approve the Proposals presented at the special meeting?

A: Approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the shares of PubCo common stock that are voted at the special meeting. Approval of the Charter Proposal will require (1) the affirmative vote of a majority of the outstanding shares of PubCo common stock entitled to vote thereon and (2) the affirmative vote of a majority of the outstanding shares of PubCo Class A common stock, voting separately as a single class. Each of the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal will require a majority of the votes cast by the PubCo stockholders present in person or represented by proxy at the special meeting and entitled to vote thereon. In accordance with SEC guidance, the Advisory Governance Proposals are being presented separately and will be voted upon on a non-binding advisory basis.

Q: May Sponsor or PubCo’s directors, officers, or advisors or their respective affiliates purchase shares in connection with the business combination?

A: In connection with the stockholder vote to approve the proposed business combination, Sponsor and PubCo’s directors, officers and advisors and their respective affiliates may privately negotiate transactions to purchase shares from public stockholders who would have otherwise elected to have their public shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account. None of Sponsor or PubCo’s directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of the public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise his, her or its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that Sponsor or PubCo’s directors, officers or advisors or their respective affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling public stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per share pro rata portion of the Trust Account.

Q: How many votes do I have at the special meeting?

A: PubCo’s stockholders are entitled to one vote at the special meeting for each share of PubCo Class A common stock or share of PubCo Class B common stock held of record as of February 3, 2023, the record date for the special meeting. As of the close of business on the record date, there were a combined 39,531,250 shares of PubCo Class A common stock and PubCo Class B common stock outstanding.

Q: What constitutes a quorum at the special meeting?

A: A quorum of PubCo stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting if the holders of shares of outstanding PubCo Class A common stock and PubCo Class B common stock

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representing a majority of the voting power of all outstanding shares of PubCo common stock entitled to vote at such meeting are present, represented in person or by proxy, at the meeting. As of the record date for the special meeting, 19,765,626 shares of PubCo common stock would be required to achieve a quorum.

Q: How will Sponsor and PubCo’s directors and officers vote?

A: In connection with the IPO, PubCo entered into an agreement with Sponsor and each of PubCo’s directors and officers, pursuant to which each agreed to vote any PubCo Class A common stock and PubCo Class B common stock owned by them in favor of the Business Combination Proposal. Currently, Sponsor and PubCo’s directors and officers do not own any of PubCo’s issued and outstanding PubCo Class A common stock and 100% of PubCo Class B common stock, in the aggregate which represents 20.0% of the issued and outstanding shares of PubCo common stock entitled to vote at the special meeting.

Q: What interests do the current officers and directors of PubCo have in the business combination?

A: In considering the recommendation of PubCo’s board of directors to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, Sponsor and certain of PubCo’s directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. PubCo’s directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

• the fact that Sponsor has agreed not to redeem any shares of PubCo Class A common stock held by it in connection with a stockholder vote to approve a proposed initial business combination;

• the fact that Sponsor will benefit from the completion of a business combination and may have an incentive to complete an acquisition of a less favorable target company or on terms less favorable to PubCo stockholders rather than liquidate PubCo;

• the fact that Sponsor paid an aggregate of $25,000 for 7,906,250 shares of PubCo Class B common stock and such securities may have a higher value at the time of the business combination, estimated at approximately $78.6 million based on the closing price of $9.94 per public share on Nasdaq on September 30, 2022 and, as a result, Sponsor and its affiliates can earn a positive rate of return on their investment even if other PubCo stockholders experience a negative rate of return;

• the fact that Sponsor paid an aggregate of $12,223,750 for the 12,223,750 PubCo private placement warrants currently owned by Sponsor (which warrants had an aggregate market value of approximately $2.0 million based on the closing price of $0.1648 per PubCo public warrant on Nasdaq on September 30, 2022), and such warrants will expire worthless if an initial business combination is not consummated by June 1, 2023 (unless extended in accordance with the Extension Procedures (as defined below));

• the fact that the Amended and Restated Registration Rights Agreement will be entered into by Sponsor;

• the fact that, at the option of Sponsor, any amounts outstanding under any loan made by Sponsor or any of its affiliates to PubCo in an aggregate amount of up to $1,500,000 may be converted into additional private placement warrants, at a price of $1.00 per warrant, none of which are outstanding as of the date of this filing;

• the right of Sponsor to hold shares of PubCo Class A common stock following the business combination, subject to the Lock-up Period;

• the continued indemnification of PubCo’s existing directors and officers and the continuation of PubCo’s directors’ and officers’ liability insurance after the business combination (i.e., a “tail policy”);

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• the fact that Sponsor and PubCo’s officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities undertaken on PubCo’s behalf, such as identifying potential partner businesses and performing due diligence on suitable initial business combination targets;

• the fact that while Sponsor, executive officers and directors of PubCo, or any of their respective affiliates may incur out of pocket expenses in connection with the Transaction, such out of pocket expenses are repaid periodically by PubCo and are not contingent on the closing of a business combination;

• the fact that Sponsor owes transaction fees that are not contingent upon the closing of the business combination, which, as of December 31, 2022, totaled $5.2 million;

• the fact that PubCo may be entitled to distribute or pay over funds held by PubCo outside the Trust Account to Sponsor or any of its affiliates prior to the Closing; and

• the fact that Sponsor may receive, subject to the terms of conversion or forfeiture and cancellation set forth in the Sponsor Agreement, 526,666 shares of PubCo Class E-1 common stock, 526,666 shares of PubCo Class E-2 common stock and 526,666 shares of PubCo Class E-3 common stock pursuant to the Transaction Agreement, as more particularly set forth therein.

An additional potential conflict of interest between the PubCo stockholders and its directors and officers is that the PubCo Existing Charter waives the corporate opportunities doctrine, which would allow the directors and officers of PubCo to pursue opportunities that may have been suitable for PubCo. While the corporate opportunities doctrine has been waived in the PubCo Existing Charter, neither the principals of Sponsor nor any PubCo directors or officers have taken an opportunity that could have been pursued by PubCo since the formation of PubCo and the waiver did not have an impact on PubCo’s search for a potential business combination target. For a further discussion of the interests of Sponsor and PubCo’s directors and officers in the business combination, see “Proposal No. 1—The Business Combination Proposal—Interests of Certain Persons in the Business Combination.”

Q: What happens if I vote against the Business Combination Proposal?

A: Under the Existing Organizational Documents, if the Business Combination Proposal is not approved and PubCo does not otherwise consummate an alternative initial business combination by June 1, 2023, unless further extended in accordance with the Extension Procedures (as defined below), PubCo will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to PubCo’s public stockholders.

Q: What are the potential impacts on the business combination and related transactions resulting from the resignation of Oppenheimer?

A: On February 3, 2023, Oppenheimer resigned from its role as financial advisor to PubCo in connection with the business combination. In connection with its resignation, Oppenheimer voluntarily waived any claim it may have to any fees under the business combination marketing agreement (the “Business Combination Marketing Agreement”) entered into with PubCo and Oppenheimer and neither PubCo nor the BT Entities are liable to Oppenheimer for any fees. Neither PubCo nor the BT Entities intends to engage any additional advisors as a result of Oppenheimer’s resignation, and the business combination marketing fee previously owed to Oppenheimer will not be paid or reallocated to any other advisor. Oppenheimer was not expected to have a significant role in the closing of the business combination, and PubCo does not believe that Oppenheimer’s resignation will impact the transactions described in this proxy statement or the consummation of the business combination. As is customary, certain provisions of the Business Combination Marketing Agreement will survive Oppenheimer’s resignation. These provisions include the obligations of PubCo to indemnify and hold harmless Oppenheimer and its officers, directors, employees

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and agents from and against any losses and claims arising in any manner out of or in connection with the services that Oppenheimer provided to PubCo under the agreement and certain obligations of PubCo and the BT Entities to maintain the confidentiality of information or advice rendered by Oppenheimer or any of its representatives to PubCo or the BT Entities, as applicable, in connection with the evaluation of the business combination. The disclosure in this proxy statement pertaining to Oppenheimer’s engagement as financial advisor to PubCo, as well as Oppenheimer’s subsequent resignation, has been provided to Oppenheimer. Oppenheimer did not prepare or provide any of the disclosures in this proxy statement, any analysis underlying the disclosures or any other materials or work product to PubCo or the BT Entities that have been provided to PubCo’s shareholders.

Q: Do I have redemption rights?

A: If you are a holder of public shares, you may elect to have your public shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing, including interest not previously released to PubCo to pay its franchise and income taxes, by (b) the total number of PubCo Class A common stock included as part of the units sold in the IPO and which remain outstanding; provided that PubCo will not redeem any public shares to the extent that such redemption would result in PubCo having net tangible assets as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act of less than $5,000,001. A stockholder holding both public shares and PubCo public warrants may redeem his, her or its public shares but retain the PubCo public warrants, which if the business combination closes, will remain warrants of PubCo after the Closing. A public stockholder, together with any of his, her or its affiliates, or any other person with whom he, she or it is acting in concert or as a “group” (as defined under Section 13(d)(3) of the Exchange Act), will be restricted from redeeming in the aggregate his, her or its public shares or, if part of such a group, the group’s public shares, in excess of 15% of the public shares (the “15% threshold”). Unlike some other blank check companies, other than the net tangible asset requirement and the 15% threshold described above, PubCo has no specified maximum redemption threshold and there is no other limit on the amount of public shares that you can redeem. Holders of PubCo public warrants do not have redemption rights in connection with the business combination. Sponsor and PubCo’s directors and officers have agreed to waive their redemption rights with respect to any shares of PubCo’s common stock they may hold in connection with the Closing (without any consideration provided in exchange for such waiver). For illustrative purposes, based on the fair value of marketable securities held in the Trust Account as of September 30, 2022 of approximately $322.8 million, the estimated per share redemption price would have been approximately $10.21, subject to adjustment for taxes payable from interest earned. Additionally, shares properly tendered for redemption will only be redeemed if the business combination is consummated; otherwise holders of such public shares will only be entitled to a pro rata portion of the Trust Account (including interest but net of franchise and income taxes payable) in connection with the liquidation of the Trust Account or if PubCo subsequently completes a different business combination on or prior to June 1, 2023, unless extended in accordance with the Extension Procedures (as defined below).

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether you vote your PubCo Class A common stock for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement. As a result, the business combination can be approved by stockholders who redeem all of their shares. Upon Closing, holders of one whole PubCo right will receive one share of PubCo Class A common stock, even if the holder of such PubCo right redeemed all shares of PubCo Class A common stock held by him, her or it.

Q: How do I exercise my redemption rights?

A: In order to exercise your redemption rights, you must (i) if you hold your PubCo Class A common stock through units, elect to separate your units into the underlying public shares, PubCo rights and PubCo public

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warrants prior to exercising your redemption rights with respect to the public shares and (ii) prior to 5:00 p.m., Eastern Daylight time, on March 28, 2023, (two business days before the special meeting), tender your shares physically or electronically and submit a request in writing that PubCo redeem your public shares for cash to Continental Stock Transfer & Trust Company, PubCo’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30^th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: spacredemptions@continentalstock.com

A public stockholder, together with any of his, her or its affiliates, or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 15% threshold. Accordingly, all public shares in excess of the 15% threshold beneficially owned by a public stockholder or group will not be redeemed for cash. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is PubCo’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, PubCo does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Holders of outstanding units of PubCo must separate the underlying public shares, PubCo rights and PubCo public warrants prior to exercising redemption rights with respect to the public shares. If you hold units registered in your own name, you must deliver the certificate for such units to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares, PubCo rights and PubCo public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates back to you so that you may then exercise your redemption rights upon the separation of the public shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of units to be split and the nominee holding such units. Your nominee must also initiate electronically, using the Depository Trust Company’s (the “DTC”) deposit withdrawal at custodian (“DWAC”) system, a withdrawal of the relevant units and a deposit of an equal number of public shares and PubCo public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the public shares from the units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with PubCo’s consent, until the vote is taken with respect to the business combination. If you tendered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting PubCo’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q: What are the U.S. federal income tax consequences of exercising my redemption rights?

A: The U.S. federal income tax consequences of exercising your redemption rights to receive cash from the Trust Account in exchange for your public shares will depend on your particular facts and circumstances.

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Public stockholders who exercise their redemption rights will either be treated (i) as selling such public shares, resulting in the recognition of capital gain or loss, or (ii) as receiving a distribution.

The tax consequences of the exercise of redemption rights are discussed more fully below under “Proposal No. 1 — The Business Combinations Proposal — U.S. Federal Income Tax Considerations.” All holders of public shares considering exercising their redemption rights are urged to consult their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q: If I am a PubCo rights holder, can I exercise redemption rights with respect to my PubCo rights?

A: No. The holders of PubCo’s rights have no redemption rights with respect to such PubCo rights.

Q: If I am a PubCo Warrant holder, can I exercise redemption rights with respect to my warrants?

A: No. The holders of PubCo Warrants have no redemption rights with respect to such warrants.

Q: Do I have appraisal rights if I object to the proposed business combination?

A: Under Section 262 of the DGCL, the holders of public shares will not have appraisal rights in connection with the business combination. Holders of public shares should consult their Delaware legal counsel regarding their rights under the DGCL.

Q: What happens to the funds deposited in the Trust Account after the Closing?

A: If the Business Combination Proposal is approved, PubCo intends to use a portion of the funds held in the Trust Account to pay (i) a portion of PubCo’s aggregate costs, fees and expenses in connection with the consummation of the business combination, (ii) tax obligations and advisory fees, (iii) for any redemptions of public shares, (iv) the Over the Top Consideration (as defined in the Transaction Agreement), (v) the Contribution Amount (as defined in the Transaction Agreement) and (vi) the Phantom Equity Cash Consideration (as defined in the Transaction Agreement), if any. The remaining balance in the Trust Account will be used for general corporate purposes. See the section entitled “Proposal No. 1 — The Business Combination Proposal” for additional information.

Q: What happens if the business combination is not consummated or is terminated?

A: There are certain circumstances under which the Transaction Agreement may be terminated. See the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Termination” for additional information regarding the parties’ specific termination rights. In accordance with the Existing Organizational Documents, if an initial business combination is not consummated by June 1, 2023, unless extended in accordance with the Extension Procedures (as defined below), PubCo will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which amount shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of PubCo’s remaining stockholders and board of directors, liquidate and dissolve, subject, in each case, to PubCo’s obligations under the DGCL to provide for claims of creditors and the other requirements of applicable law.

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PubCo expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the business combination, subject in each case to PubCo’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. The Sponsor has waived any right to any liquidating distributions with respect to its shares.

In the event of liquidation, there will be no distribution with respect to PubCo’s outstanding warrants. Accordingly, the warrants will expire worthless.

Q: When is the business combination expected to be consummated?

A: It is currently anticipated that the business combination will be consummated promptly following the special meeting of PubCo stockholders to be held on March 30, 2023; provided that all the requisite stockholder approvals are obtained and other conditions to the Closing have been satisfied or waived. For a description of the conditions for the completion of the business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Conditions to the Closing of the Business Combination.”

Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement, including “Risk Factors” and the annexes, and to consider how the business combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How do I vote?

A: If you were a holder of record of PubCo Class A common stock or PubCo Class B common stock on February 3, 2023, the record date for the special meeting of PubCo stockholders, you may vote with respect to the proposals in person at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker, bank or nominee.

Q: What will happen if I abstain from voting or fail to vote at the special meeting?

A: If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Equity Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote “AGAINST” the Charter Proposal. Further, for purposes of approval, an abstention will have the same effect as a vote “AGAINST” the Charter Proposal, but will have no effect on any other Proposal.

Q: What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by PubCo without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders.

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Q: If I am not going to attend the special meeting in person, should I submit my proxy card instead?

A: Yes. Whether you plan to attend the special meeting or not, please read the enclosed proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. PubCo believes the proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have no effect on the Business Combination Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Plan Proposal and the Adjournment Proposal, and will have the effect of a vote “AGAINST” the Charter Proposal.

Q: May I change my vote after I have submitted my executed proxy card?

A: Yes. You may change your vote by sending a later-dated, signed proxy card to PubCo’s secretary at the address listed below so that it is received by PubCo’s secretary prior to the special meeting or attend the special meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to PubCo’s secretary, which must be received prior to the special meeting.

Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: Who can help answer my questions?

A: If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact PubCo’s secretary at:

GSR II Meteora Acquisition Corp.

418 Broadway, Suite N

Albany, New York 12207

You may also contact PubCo’s proxy solicitor at:

Morrow Sodali LLC

Telephone: (800) 662-5200

(banks and brokers call collect at (203) 658-9400)

Email: GSRM.info@investor.morrowsodali.com

To obtain timely delivery, PubCo’s stockholders must request the materials no later than five business days prior to the special meeting.

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You may also obtain additional information about PubCo from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find Additional Information.”

If you intend to seek redemption of your public shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to PubCo’s transfer agent at least two business days prior to the special meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

1 State Street Plaza, 30^th Floor

New York, New York 10004

Attention: Mark Zimkind

Email: spacredemptions@continentalstock.com

Q: Who will solicit and pay the cost of soliciting proxies?

A: PubCo will pay the cost of soliciting proxies for the special meeting. PubCo has engaged Morrow Sodali to assist in the proxy solicitation process. PubCo will pay that firm a fee of $35,000, plus disbursements. PubCo will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. PubCo will reimburse them for their reasonable expenses.

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SUMMARY OF THE PROXY STATEMENT

This summary highlights selected information from this proxy statement and does not contain all of the information that is important to you. To better understand the business combination and the proposals to be considered at the special meeting, you should read this entire proxy statement carefully, including the annexes. See also the section entitled “Where You Can Find Additional Information.”

Parties to the Business Combination

GSR II Meteora Acquisition Corp.

PubCo is a blank check company incorporated on October 13, 2021 as a Delaware corporation and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

As of the date of this proxy statement, PubCo has not yet commenced operations. All activity through the date of this proxy statement relates to PubCo’s formation and IPO, which is described below, and since the IPO, its search for a business combination. PubCo will not generate any operating revenues until after the completion of the business combination, at the earliest. PubCo generates non-operating income from the proceeds held in the Trust Account. PubCo has selected December 31 as its fiscal year end.

PubCo’s sponsor is GSR II Meteora Sponsor LLC, a Delaware limited liability company. The registration statement for our IPO was declared effective on February 24, 2022. On March 1, 2022, we consummated the IPO of 31,625,000 units, including the issuance of 4,125,000 units as a result of the underwriter’s full exercise of their over-allotment option, at $10.00 per unit, generating gross proceeds of approximately $316.3 million. Each unit consists of one share of PubCo Class A common stock, one PubCo public warrant and one-sixteenth (1/16) of one PubCo right. Each PubCo public warrant entitles the holder to purchase one share of PubCo Class A common stock at a price of $11.50 per share, subject to adjustment. Each holder of a whole PubCo right will receive one share of PubCo Class A common stock upon consummation of the business combination.

Simultaneously with the closing of the IPO, we consummated the private placement of 12,223,750 PubCo private placement warrants at a price of $1.00 per PubCo private placement warrant to Sponsor, generating proceeds of approximately $12.2 million.

Upon the closing of the IPO and the private placement, approximately $321.0 million ($10.15 per unit) of net proceeds, including the net proceeds of the IPO and certain of the proceeds of the private placement, was placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a business combination or (ii) the distribution of the Trust Account as described below.

PubCo will provide holders of the outstanding shares of PubCo Class A common stock with the opportunity to redeem all or a portion of their public shares upon the completion of the business combination either (i) in connection with a stockholder meeting called to approve the business combination or (ii) by means of a tender offer. The public stockholders will be entitled to redeem their public shares for a pro rata portion of the amount then held in the Trust Account. The per-share amount to be distributed to public stockholders who redeem their public shares will not be reduced by the business combination marketing fee PubCo previously agreed to pay to Oppenheimer, prior to Oppenheimer’s termination of the business combination marketing agreement.

PubCo has 15 months from the closing of the IPO, or until June 1, 2023, to complete the initial business combination. However, if we anticipate that we may not be able to consummate the initial business combination

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within such period, we may, but are not obligated to, extend the period of time to consummate a business combination by three additional one-month periods each (for a total of up to 18 months since the closing of the IPO). The public stockholders will not be entitled to vote on, or redeem their shares in connection with, any such extension. In order to extend the time available for PubCo to consummate the initial business combination, Sponsor or its affiliates or designees, upon five business days’ advance notice prior to each deadline, must deposit into the Trust Account an additional $0.033 per share of PubCo Class A common stock then outstanding (or $1,043,625 in the aggregate) on or prior to the date of such deadline (the “Extension Procedures”). In connection with each such additional deposit, Sponsor or its affiliates or designees will receive an additional of up to 1,043,625 PubCo private placement warrants with the same terms as the original PubCo private placement warrants.

If we are unable to complete a business combination within 15 months from the closing of the IPO (or up to 16 months, 17 months or 18 months, as applicable if the time to complete the initial business combination has been extended in accordance with the procedures described above) (the “Combination Period”), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining public stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

PubCo Class A common stock, PubCo rights, PubCo public warrants and units are currently listed on the Nasdaq under the symbols “GSRM”, “GSRMR”, “GSRMW” and “GSRMU”, respectively.

PubCo’s principal executive office is located at 418 Broadway, Suite N, Albany, New York 12207 and its telephone number is (561) 532-4682. PubCo’s corporate website address is https://gsrmet.com/. PubCo’s website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement. The website address is included as an inactive textual reference only.

For more information about PubCo, see the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GSR II Meteora Acquisition Corp.” and “Other Information Related to PubCo.”

Business of Bitcoin Depot

Bitcoin Depot helps power the digital economy for users of cash, operating the largest network of Bitcoin ATMs (“BTMs”) in North America.

Bitcoin Depot’s mission is to Bring Crypto to the Masses^™. Digital means and systems dominate the way that consumers send money, make purchases, and invest; however, Bitcoin Depot believes that many people utilize cash as their primary means of initiating a transaction, either as a necessity or as a preference. These individuals have largely been excluded from the digital financial system and associated technological advancements in our global and digitally interconnected society. Bitcoin Depot’s simple and convenient process to convert cash into Bitcoin via its BTMs and feature-rich mobile app enables not only these users, but also the broader public, to access the digital financial system.

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As of September 30, 2022, Bitcoin Depot’s offerings included approximately 7,000 BTMs in retailer locations throughout the U.S. and Canada, Bitcoin Depot’s BDCheckout product, which is accepted at over 8,000 retail locations, and Bitcoin Depot’s mobile app. Bitcoin Depot maintains a leading position among cash-to-Bitcoin BTM operators in the U.S. and Canada. As of January 1, 2023, Bitcoin Depot operated the largest cash-to-Bitcoin BTM network in the United States representing an approximate 20% market share. Bitcoin Depot’s BTMs offer one-way exchange of cash-to-Bitcoin, with the limited exception of 38 BTMs (representing less than 1% of Bitcoin Depot’s total kiosks as of September 30, 2022) which also provide customers the ability to sell Bitcoin to Bitcoin Depot in exchange for cash. Bitcoin Depot currently does not have plans to expand the ability of its users to sell Bitcoin to it in exchange for cash. Bitcoin Depot has also recently acquired a leading BTM operating system provider, BitAccess, to build out Bitcoin Depot’s BDCheckout product and its other software and operational capabilities.

Bitcoin Depot’s principal executive offices and headquarters are located in leased premises at 3343 Peachtree Road NE, Suite 750, Atlanta, Georgia, 30326.

For more information about Bitcoin Depot, see the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bitcoin Depot.”

The Business Combination

On August 24, 2022, PubCo entered into the Transaction Agreement, pursuant to which (among other things) the following shall occur: (i) prior to the Closing, BT Assets and PubCo will effect the Pre-Closing Restructuring, which will include (a) consummating the BT OpCo Merger, (b) the BT Surviving Entity amending and restating its limited liability company agreement in the form attached to this proxy statement as Annex E and (c) PubCo amending and restating the Existing Organizational Documents, in the form of Annex B and Annex C, respectively; and (ii) prior to or upon the Closing, (a) Sponsor will exchange all of its shares of Class B common stock for certain newly issued shares of PubCo Class A common stock and, subject to the terms of conversion or forfeiture and cancellation set forth in the Sponsor Agreement, PubCo Class E common stock, and BT OpCo will issue to PubCo an equal number of BT OpCo Earnout Units corresponding to the class of PubCo Class E common stock issued by PubCo to Sponsor, (b) BT Assets will sell, transfer and assign to PubCo, and PubCo will purchase and accept from BT Assets certain BT OpCo Common Units in consideration for the Over the Top Consideration (as defined in the Transaction Agreement); (c) PubCo will assign, transfer and contribute to BT OpCo the Contribution Amount (as defined below) and BT OpCo will in consideration therefor issue and deliver to PubCo certain BT OpCo Common Units, and at the Closing and immediately following the effectiveness of the BT OpCo Amended and Restated Limited Liability Company Agreement, the BT OpCo Matching Warrants and certain of the BT OpCo Earnout Units; (d) the PubCo Available Cash will be paid to BT Assets and contributed to BT OpCo accordance with the Cash Distribution Waterfall set forth in the Transaction Agreement; (e) immediately following the Delaware Secretary of State’s acceptance of the PubCo Amended and Restated Charter, PubCo will issue 44,100,000 shares of PubCo Class V common stock to BT Assets in exchange for the payment to PubCo by BT Assets of $4,410.00; and (f) at the Closing, each Phantom Equity Award that is outstanding as of immediately prior to the Closing will, subject to and conditioned upon the Phantom Equity Holder’s execution and delivery to BT OpCo and PubCo of a Phantom Equity Award Termination Agreement (as defined in the Transaction Agreement), be converted into the right to receive (i) a cash payment in an amount equal to the Phantom Equity Cash Consideration (as defined in the Transaction Agreement), and/or (ii) such number of shares of PubCo Class A common stock equal to the Phantom Equity Non-Cash Consideration (as defined in the Transaction Agreement); provided, that the Aggregate Phantom Equity Consideration (whether paid in cash or equity) payable to the Phantom Equity Holders shall not exceed $2,000,000.

Upon completion of the business combination and assuming no redemptions of PubCo Class A common stock and no Incentive Issuances in connection with the business combination, PubCo’s ownership will be as

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follows: (1) PubCo’s public stockholders will own approximately 39.4% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class A common stock) (representing 7.0% of the voting power of PubCo); (2) the Sponsor will own approximately 9.2% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class A common stock) (representing 1.3% of the voting power of PubCo); and (3) BT Assets will own approximately 51.4% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class V common stock, which will be non-economic and represents approximately 91.7% of the voting power in PubCo as the PubCo Class V common stock will carry ten votes per share).

For more information about the Transaction Agreement and the business combination and other transactions contemplated thereby, see the section entitled “Proposal No. 1 — The Business Combination Proposal.”

Conditions to the Closing

Conditions to Obligations of PubCo, BT Assets and BT OpCo to Consummate the Business Combination. The obligations of PubCo, BT Assets and BT OpCo to consummate the business combination, or to cause the same to be consummated, are subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

• the PubCo Stockholder Approval shall have been obtained;

• specified regulatory approvals shall have been obtained or the applicable waiting period shall have expired or been terminated, and any agreement with the Federal Trade Commission, Department of Justice or other applicable Governmental Authority not to consummate the business combination under any anti-trust laws shall have expired or been terminated;

• no Governmental Authority of competent jurisdiction shall have issued or entered any order, injunction, judgment, law or similar determination, and no law shall have been enacted or promulgated, that is in effect and prohibits or otherwise prevents the business combination;

• the Pre-Closing Restructuring shall have been consummated prior to the Closing in all material respects;

• the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement) shall be no less than the PubCo Minimum Cash immediately prior to the Closing;

• as of immediately prior to Closing, (i) for states in which BT OpCo holds a money transmitter license and in which regulatory consent to a change of ownership/control is required as a result of the transactions contemplated by the Transaction Agreement, BT OpCo will have (x) notified the relevant regulator, and PubCo and its directors, executive officers and affiliates will have reasonably cooperated with the submission of information required with such notice and other required submissions, of any change of ownership/control at least 30 days in advance of Closing and (y) regulators of states representing no more than 20% of the BT Entities’ total revenue will have expressly denied to consent to any such change of ownership/control resulting from the transactions contemplated by the Transaction Agreement other than as a result of the failure of PubCo and its directors, executive officers and affiliates to reasonably cooperate with the submission of information required with such notice and other required submissions, which denial is not curable within 45 days of receipt of such denial, and (ii) for all other states in which BT OpCo conducts business, the BT Entities shall have not failed to file applications for money transmitter licenses (or similar licenses) if such states representing more than 20% of the BT Entities’ total revenue (on an annualized basis based on the average monthly revenue for the three months prior to the date of the Transaction Agreement) notify the BT Entities in writing prior to seven days in advance of Closing that a money transmitter license (or similar license) is required; and

• the PubCo Class A common stock shall have been approved for listing on Nasdaq.

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Conditions to Obligations of PubCo to Consummate the Business Combination. The obligations of PubCo to consummate the business combination, or to cause the same to be consummated, are subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived in writing by PubCo:

• (i) the representations and warranties contained in Section 3.1 (Company Organization), Section 3.3 (Due Authorization) and Section 3.24 (Brokers’ Fees) of the Transaction Agreement shall each be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, (ii) the representation and warranty in Section 3.6 (Capitalization) of the Transaction Agreement shall be true and correct in all respects other than de minimis inaccuracies as of the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, (iii) each of the other representations and warranties of the BT OpCo and BT Assets and their respective subsidiaries contained in the Transaction Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “BT Material Adverse Effect” (as defined in the Transaction Agreement) or other similar materiality qualification set forth in such representation and warranty) as of the Closing Date, except to the extent that any such representations and warranties expressly speaks as to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, except for, in each case, inaccuracies or omissions that individually or in the aggregate, has not had, and would not reasonably be expected to have, a BT Material Adverse Effect;

• each of the covenants of the BT Entities and their respective subsidiaries to be performed as of or prior to the Closing shall have been performed in all material respects;

• each of the Employment Agreements shall be in full force and effect and shall not have been revoked or rescinded by the signatories thereto;

• there shall not have occurred any BT Material Adverse Effect;

• as of immediately prior to Closing, PubCo shall have net tangible assets of at least $5,000,001; and

• PubCo shall have received each of the agreements, instruments, certificates, and other documents that are required to be delivered at or prior to the Closing pursuant to the Transaction Agreement.

Conditions to Obligations of BT Assets and BT OpCo to Consummate the Business Combination. The obligations of BT Assets, BT OpCo and PubCo to consummate the business combination, or to cause the same to be consummated, are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by BT Assets and BT OpCo:

• (i) the representations and warranties contained in Section 5.1 (Company Organization), Section 5.2 (Due Authorization), Section 5.11 (Trust Account) and Section 5.20 (Brokers’ Fees) of the Transaction Agreement shall each be true and correct in all material respects as of the Closing Date as though made on the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, (ii) the representation and warranty in Section 5.5 (Capitalization) of the Transaction Agreement shall be true and correct in all respects other than de minimis inaccuracies as of the Closing Date, except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, (iii) each of the other representations and warranties of PubCo contained in the Transaction Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “PubCo Material

Adverse Effect” (as defined in the Transaction Agreement) or other similar materiality qualification set

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forth in such representation and warranty) as of the Closing Date, except to the extent that any such representations and warranties expressly speak as to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date, except for, in each case, inaccuracies or omissions that individually or in the aggregate, has not had, and would not reasonably be expected to have, an PubCo Material Adverse Effect;

• each of the covenants of PubCo to be performed as of or prior to the Closing shall have been performed in all material respects; and

• BT Assets shall have received each of the agreements, instruments, certificates, and other documents that are required to be delivered at or prior to the Closing pursuant to the Transaction Agreement.

Regulatory Matters

BT OpCo operates in the U.S. and Canada in a complex and rapidly evolving regulatory environment and are subject to a wide range of laws, rules and regulations enacted by U.S. and Canadian federal, state, provincial, and local governments and regulatory authorities. At a high-level, this evolving regulatory environment currently is characterized by a heightened focus by regulators on the cryptocurrency industry and countering terrorist financing and anti-money laundering. The scope of laws, rules, and regulations that can impact BT OpCo’s business, including many laws, rules, and regulations that were enacted prior to the creation of the digital financial system, are expansive and include certain of the requirements that apply to financial services, money transmission, privacy protection, cybersecurity, electronic payments, and securities and commodities regulation, as well as bespoke cryptocurrency laws that have been adopted in some jurisdictions. Notwithstanding the applicability of the above described regulatory framework, currently BT OpCo is not supervised or examined by any banking, securities or commodities regulator such as the Office of the Comptroller of the Currency, the Office of the Superintendent of Financial Institutions, the Securities and Exchange Commission, or the Commodity Futures Trading Commission.

BT OpCo monitors changes to the regulatory environment closely and invests significant resources in our legal and compliance teams (comprised of 13 individuals with almost 100 years of collective experience in addition to several contractor support resources) to ensure that it is able to design and maintain appropriate compliance systems and practices. BT OpCo compliance personnel costs exceeded $1.6 million for the year ended December 31, 2021. Substantially all of BT OpCo’s operating costs with respect to regulation and compliance is correlated with its transaction volumes, and mainly driven by payroll to employ a growing number of personnel to support the expansion of BT OpCo’s business.

BT OpCo currently operates in states where it has obtained the requisite licenses to the extent that the laws and regulations of such states clearly indicate that a license is required or where state regulators have advised BT OpCo that it needs a license to operate, and also operates in jurisdictions where it does not believe it is required, or has been informed by the relevant jurisdiction that it is not required, to obtain money transmitter licenses or any other licenses. The complexity and evolving nature of BT OpCo’s business and the significant uncertainty surrounding the regulation of the digital financial system and related industries requires BT OpCo to exercise judgment as to whether certain laws, rules, and regulations apply to it, and it is possible that regulators may disagree with its conclusions. New or changing laws and regulations, including changes to their interpretation or implementation, as well as BT OpCo’s failure to appreciate that the laws and regulations apply to its business, could have a material adverse impact on its business, results of operations, and financial condition. For more information about, see “Business of Bitcoin Depot — Governmental Regulation.”

Related Agreements

PubCo Amended and Restated Charter

Pursuant to the terms of the Transaction Agreement, the PubCo Amended and Restated Charter will be the certificate of incorporation of PubCo following the Closing, which will, among other things, provide for six

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classes of stock, (i) the PubCo Class A common stock, which represents the current outstanding shares of PubCo common stock held by the public stockholders of PubCo and which will be issued to (a) Sponsor in connection with the conversion of Sponsor’s PubCo Class B common stock and (b) persons who may enter into written agreements with PubCo or BT OpCo in connection with the Incentive Issuances, if any, (ii) the PubCo Class B common stock, which is currently held by Sponsor and which will convert into shares of PubCo Class A common stock and PubCo Class E common stock in connection with the Closing, (iii) the PubCo Class E common stock, which will be subdivided into PubCo Class E-1 common stock, PubCo Class E-2 common stock and PubCo Class E-3 common stock and are subject to conversion into shares of PubCo Class A common stock upon achievement of milestones for the per share price of PubCo Class A common stock during the applicable earn-out period agreed to by the parties, and any such shares of PubCo Class E common stock that are not converted into shares of PubCo Class A common stock will be cancelled upon the expiration of the applicable earn-out periods, (iv) the PubCo Class M common stock, none of which will be issued and outstanding at Closing, (v) the PubCo Class O common stock, none of which will be issued and outstanding at Closing and (vi) the PubCo Class V common stock, which will be issued to BT Assets in connection with the Closing. For more information about the amendments to the Existing Charter, see section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — PubCo Amended and Restated Charter.”

BT OpCo Amended and Restated Limited Liability Company Agreement

Following the Closing, PubCo will operate its business through BT OpCo and its subsidiaries. At the Closing, BT OpCo, PubCo and BT Assets will enter into the BT OpCo Amended and Restated Limited Liability Company Agreement, which will set forth, among other things, the rights and obligations of the members and managing member of BT OpCo. For more information about the BT OpCo Amended and Restated Limited Liability Company Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — BT OpCo Amended and Restated Limited Liability Company Agreement.”

Amended and Restated Registration Rights Agreement

At the Closing, PubCo, Sponsor, BT Assets and the other parties signatory thereto will enter into the Amended and Restated Registration Rights Agreement, which will amend and restate the Registration Rights Agreement, dated as of February 24, 2022, by and among PubCo, Sponsor and the other holders party thereto. Pursuant to the Amended and Restated Registration Rights Agreement, PubCo will agree to file a registration statement for a shelf registration on Form S-1 or Form S-3 within 45 days following Closing and the Sponsor and BT Assets will be granted certain customary registration rights with respect to the securities of PubCo. For more information about the Amended and Restated Registration Rights Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Amended and Restated Registration Rights Agreement.”

Tax Receivable Agreement

At the Closing, PubCo will enter into a Tax Receivable Agreement with BT OpCo and BT Assets. Pursuant to the Tax Receivable Agreement, PubCo will generally be required to pay BT Assets 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign income taxes that PubCo realizes, or in certain circumstances is deemed to realize, as a result of certain tax attributes (the “Tax Attributes”), including:

• existing tax basis in certain assets of BT OpCo, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to BT OpCo Common Units acquired by PubCo at the Closing and thereafter in accordance with the terms of the BT OpCo Amended and Restated Limited Liability Company Agreement;

• tax basis adjustments resulting from PubCo’s acquisition of BT OpCo Common Units from BT Assets at the Closing and thereafter pursuant to the terms of the BT OpCo Amended and Restated Limited

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Liability Company Agreement (including any such adjustments resulting from certain payments made by PubCo under the Tax Receivable Agreement);

• disproportionate tax-related allocations as a result of Section 704(c) of the Code; and

• tax deductions in respect of interest payments deemed to be made by PubCo in connection with the Tax Receivable Agreement.

For more information about the Tax Receivable Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

Sponsor Agreement

PubCo has entered into the Sponsor Agreement with Sponsor and BT Assets (the “Sponsor Agreement”), pursuant to which Sponsor agreed to vote in favor of the Proposals, in each case, subject to the terms and conditions contemplated by the Sponsor Agreement. Sponsor also agreed to (a) waive certain anti-dilution protections it may be entitled to under PubCo’s organizational documents or otherwise, (b) certain transfer restrictions on any PubCo common stock and PubCo warrants, PubCo rights or other equity interests of PubCo owned by Sponsor, (c) not to approve any business combination other than a business combination with BT Assets, its stockholders and their respective affiliates and representatives.

In connection with the Transaction Agreement, at BT Assets’ sole discretion subject to reasonable consultation with PubCo, PubCo will issue up to an additional 4,740,000 shares of newly issued PubCo Class A common stock (such 4,740,000 shares of PubCo Class A common stock, the “Potential Issuances”), in the aggregate, to persons who may enter into written agreements with PubCo or BT OpCo in connection with the Incentive Issuances. Any Incentive Issuances shall be subject to and conditioned upon the occurrence of the Closing. Sponsor shall irrevocably surrender to PubCo a number of its shares of PubCo Class B common stock equal to one-third (1/3) of the shares issued as Incentive Issuances up to an aggregate number of 1,580,000 shares of PubCo Class B common stock for cancellation by PubCo (such forfeited and cancelled shares “Forfeited Sponsor Shares”). Subject to the terms of the Sponsor Agreement, a portion of the Potential Issuances may be used in connection with certain employee share awards.

For more information about the Sponsor Agreement, see the section entitled “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Sponsor Agreement.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of PubCo’s board of directors to vote in favor of the business combination, stockholders should be aware that, aside from their interests as stockholders, Sponsor and certain of PubCo’s directors and officers have interests in the business combination that are different from, or in addition to, those of other stockholders generally. PubCo’s directors were aware of and considered these interests, among other matters, in evaluating the business combination, and in recommending to stockholders that they approve the business combination. Stockholders should take these interests into account in deciding whether to approve the business combination. These interests include, among other things:

• the fact that Sponsor has agreed not to redeem any shares of PubCo Class A common stock held by it in connection with a stockholder vote to approve a proposed initial business combination;

• the fact that Sponsor will benefit from the completion of a business combination and may have an incentive to complete an acquisition of a less favorable target company or on terms less favorable to PubCo stockholders rather than liquidate PubCo;

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• the fact that Sponsor paid an aggregate of $25,000 for 7,906,250 shares of PubCo Class B common stock and such securities may have a higher value at the time of the business combination, estimated at approximately $78.6 million based on the closing price of $9.94 per public share on Nasdaq on September 30, 2022 and, as a result, Sponsor and its affiliates can earn a positive rate of return on their investment even if other PubCo stockholders experience a negative rate of return;

• the fact that Sponsor paid an aggregate of $12,223,750 for the 12,223,750 PubCo private placement warrants currently owned by Sponsor (which warrants had an aggregate market value of approximately $2.0 million based on the closing price of $0.1648 per PubCo public warrant on Nasdaq on September 30, 2022), and such warrants will expire worthless if an initial business combination is not consummated by June 1, 2023 (unless extended in accordance with the Extension Procedures); the private placement warrants held by Sponsor had an aggregate market value of approximately $2.0 million based on the closing price of $0.1648 per PubCo public warrant on Nasdaq on September 30, 2022;

• the fact that the Amended and Restated Registration Rights Agreement will be entered into by Sponsor;

• the fact that, at the option of Sponsor, any amounts outstanding under any loan made by Sponsor or any of its affiliates to PubCo in an aggregate amount of up to $1,500,000 may be converted into additional private placement warrants, at a price of $1.00 per warrant, none of which are outstanding as of the date of this filing;

• the right of Sponsor to hold shares of PubCo Class A common stock following the business combination, subject to the Lock-up Period;

• the continued indemnification of PubCo’s existing directors and officers and the continuation of PubCo’s directors’ and officers’ liability insurance after the business combination (i.e., a “tail policy”);

• the fact that Sponsor and PubCo’s officers and directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities undertaken on PubCo’s behalf, such as identifying potential partner businesses and performing due diligence on suitable initial business combination targets;

• the fact that while Sponsor, executive officers and directors of PubCo, or any of their respective affiliates may incur out of pocket expenses in connection with the Transaction, such out of pocket expenses are repaid periodically by PubCo and are not contingent on the closing of a business combination;

• the fact that Sponsor owes transaction fees that are not contingent upon the closing of the business combination, which, as of December 31, 2022, totaled $5.2 million;

• the fact that PubCo may be entitled to distribute or pay over funds held by PubCo outside the Trust Account to Sponsor or any of its affiliates prior to the Closing; and

• the fact that Sponsor may receive, subject to the terms of conversion or forfeiture and cancellation set forth in the Sponsor Agreement, 526,666 shares of PubCo Class E-1 common stock, 526,666 shares of PubCo Class E-2 common stock, and 526,666 shares of PubCo Class E-3 common stock pursuant to the Transaction Agreement, as more particularly set forth therein.

An additional potential conflict of interest between the PubCo stockholders and its directors and officers is that the PubCo Existing Charter waives the corporate opportunities doctrine, which would allow the directors and officers of PubCo to pursue opportunities that may have been suitable for PubCo. While the corporate opportunities doctrine has been waived in the PubCo Existing Charter, neither the principals of Sponsor nor any PubCo directors or officers have taken an opportunity that could have been pursued by PubCo since the formation of PubCo and the waiver did not have an impact on PubCo’s search for a potential business combination target. For a further discussion of the interests of Sponsor and PubCo’s directors and officers in the business combination, see “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

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Reasons for the Approval of the Business Combination

PubCo’s board of directors listened to and reviewed a presentation provided by the PubCo management in order to determine that the consideration to be paid to Bitcoin Depot was fair and that the business combination was in the best interests of PubCo’s stockholders.

The presentation provided to the board of directors was primarily derived from due diligence that PubCo management conducted of Bitcoin Depot that included:

• Review of Bitcoin Depot’s historical financials and projected financials;

• Bitcoin Depot’s customer contracts;

• Bitcoin Depot’s existing debt financing agreements;

• Bitcoin Depot’s compliance policies and systems;

• Discussions with Bitcoin Depot management;

• Discussions with investment professionals in the ATM, payments and cryptocurrency industries;

• Management presentation materials from Bitcoin Depot;

• Financial data of public companies that are comparable to Bitcoin Depot; and

• Discussions with and opinion of PubCo’s fairness opinion advisor.

The presentation to the PubCo board of directors included certain qualitative and quantitative evaluations, although not weighted or in any order of significance, made by the PubCo management team regarding Bitcoin Depot in order to enable its board of directors to ascertain the reasonableness of the consideration being paid. Individual members of the PubCo board of directors may have given different weight to different factors.

For a more complete description of PubCo’s board of directors’ reasons for the approval of the business combination and their recommendation, see the section entitled “Proposal No. 1 — The Business Combination Proposal — PubCo’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Redemption Rights

Under the Existing Organizational Documents, holders of PubCo Class A common stock may elect to have their shares redeemed for cash at the applicable redemption price per share, payable in cash, equal to the aggregate amount on deposit in the Trust Account as of two business days prior to the Closing, including interest (which amount shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the total number of PubCo Class A common stock included as part of the units sold in the IPO and which remain outstanding, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any); provided that PubCo will not redeem any public shares to the extent that such redemption would result in PubCo having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. As of September 30, 2022, this would have amounted to approximately $10.21 per share. Under the Existing Organizational Documents, in connection with an initial business combination, a public stockholder, together with any affiliate of his, her or it, or any other person with whom such stockholder is acting in concert of as a “group” (as defined under Section 13(d)(3) of the Exchange Act), is restricted from seeking redemption rights with respect to more than 15% of the public shares.

If a holder exercises its redemption rights, then such holder will be exchanging its PubCo Class A common stock for cash and will no longer own the PubCo Class A common stock redeemed. Such a holder will be entitled

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to receive cash for its public shares only if it properly demands redemption and tenders its shares (either physically or electronically) to PubCo’s transfer agent in accordance with the procedures described herein. See the section entitled “Special Meeting of PubCo Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash. A stockholder holding both PubCo public shares and PubCo public warrants may redeem its public shares but retain the PubCo public warrants, which if the business combination closes, will become warrants of PubCo.

Organizational Structure

The following diagram, which is subject to change based upon any redemptions by current PubCo stockholders of public shares in connection with the business combination and no Incentive Issuances, illustrates the expected ownership structure of PubCo immediately following the Closing. The ownership in PubCo and BT OpCo described below assumes no redemptions of shares of PubCo Class A common stock in connection with the business combination.

Immediate Post-Closing Upper-Tier Structure

Board of Directors of PubCo Following the Business Combination

Upon the Closing, the PubCo board of directors will include seven directors, (i) two of which shall be designated by the Sponsor, and (ii) five of which shall be designated by BT Assets prior to the Closing.

Upon completion of the business combination, Brandon Mintz, through his wholly-owned subsidiary, BT Assets (the “Controlling Holder”) will indirectly control a majority of the combined voting power of all classes of PubCo’s outstanding voting shares and will have the ability to influence the election of its board of directors. As a result, PubCo expects to be a controlled company within the meaning of the Nasdaq corporate governance standards, and after the Closing plans to take advantage of the exemptions from the Nasdaq corporate governance requirements that (i) the compensation committee be composed entirely of independent directors and (ii) director nominees must either be selected, or recommended for the board of directors’ selection, either by independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate, or by a nominating and corporate governance committee comprised solely of independent directors. PubCo may in the future also rely on the other exemptions so long as it qualifies as a controlled company.

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Accounting Treatment

The business combination will be accounted for as a common control transaction and reverse recapitalization in accordance with GAAP, as BT Assets controls BT OpCo both before and after the transactions. BT OpCo is determined to be the predecessor and the combined pro forma information represents a continuation of BT OpCo’s balance sheet and statement of operations, reflective of the recapitalization of the business combination.

Under this method of accounting, PubCo will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of BT OpCo issuing stock for the net assets of PubCo, accompanied by a recapitalization as a common control transaction. The net assets of PubCo will be stated at fair value (which is expected to approximate historical cost), with no goodwill or other intangible assets recorded.

Appraisal Rights

Under Section 262 of the DGCL, the holders of PubCo public shares will not have appraisal rights in connection with the business combination. Holders of public shares should consult their Delaware legal counsel regarding their rights under the DGCL.

Other Proposals

In addition to the Business Combination Proposal, PubCo stockholders will be asked to vote on:

• a proposal to approve and adopt the Proposed Charter, in the form attached to this proxy statement as Annex B, which if approved, and assuming the Business Combination Proposal and the Nasdaq Proposal are approved, will take effect immediately prior to the Closing of the business combination;

• proposals, on a non-binding advisory basis, approving certain material differences between PubCo’s Existing Charter and the Proposed Charter, which are being presented separately in accordance with the requirements of the SEC as four different sub-proposals;

• a proposal to approve the issuance of shares of PubCo in connection with the business combination pursuant to applicable Nasdaq listing rules;

• a proposal to approve and adopt the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan in the form mutually agreed upon among BT OpCo, BT Assets and PubCo and attached hereto as Annex H; and

• a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal and the Incentive Equity Plan Proposal.

For more information, see the sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Charter Proposal,” “Proposal No. 3 — The Advisory Governance Proposals,” “Proposal No. 4 — The Nasdaq Proposal,” “Proposal No. 5 — The Incentive Equity Plan Proposal” and “Proposal No. 6 — The Adjournment Proposal.”

Date, Time and Place of Special Meeting

The special meeting will be held at 10:00 A.M., Eastern Daylight Time, on March 30, 2023, via a live webcast available at https://www.cstproxy.com/gsrmet/2023, or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

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Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the special meeting if you owned shares of PubCo Class A common stock or PubCo Class B common stock at the close of business on February 3, 2023, which

is the record date for the special meeting. You are entitled to one vote for each share of PubCo Class A common stock or PubCo Class B common stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 39,531,250 shares of PubCo Class A common stock and PubCo Class B common stock outstanding in the aggregate, of which 7,906,250 are held by Sponsor and PubCo’s independent directors.

Proxy Solicitation

Proxies may be solicited by mail. PubCo has engaged Morrow Sodali to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of PubCo Stockholders — Revoking Your Proxy.”

Quorum and Required Vote for Proposals for the Special Meeting

A quorum of PubCo stockholders is necessary to hold a valid meeting, and a quorum will be present at the meeting if the holders of shares of outstanding PubCo common stock representing a majority of the voting power of all outstanding shares of PubCo common stock entitled to vote at the special meeting are present, represented in person or by proxy, at the special meeting. Abstentions will be counted as present for the purpose of determining the existence quorum at the special meeting. Broker non-votes will not be counted as present for the purpose of determining the existence of a quorum at the special meeting.

Approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the shares of PubCo common stock that are voted at the special meeting. Approval of the Charter Proposal will require (1) the affirmative vote of a majority of the outstanding shares of PubCo common stock entitled to vote thereon and (2) the affirmative vote of a majority of the outstanding shares of PubCo Class A common stock, voting separately as a single class. Each of the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Equity Plan Proposal and the Adjournment Proposal will require a majority of the votes cast by the PubCo stockholders present in person or represented by proxy at the special meeting and entitled to vote thereon. In accordance with SEC guidance, the Advisory Governance Proposals are being presented separately and will be voted upon on a non-binding advisory basis.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the special meeting. If you fail to return your proxy card or fail to submit your proxy by telephone or over the Internet, or fail to instruct your bank, broker or other nominee how to vote, and do not attend the special meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and, if a quorum is present, will have no effect on the Business Combination Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Equity Plan Proposal or the Adjournment Proposal, but will have the same effect as a vote “AGAINST” the Charter Proposal. Further, for purposes of approval, an abstention will have the same effect as a vote “AGAINST” the Charter Proposal, but will have no effect on any other Proposal.

Recommendation to PubCo Stockholders

PubCo’s board of directors believes that each of the Business Combination Proposal, the Charter Proposal, the Advisory Governance Proposals, the Nasdaq Proposal, the Incentive Equity Plan Proposal and the

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Adjournment Proposal is in the best interests of PubCo and its stockholders and recommends that its stockholders vote “FOR” each of the Proposals to be presented at the special meeting.

When you consider the recommendation of the board of directors in favor of approval of the Proposals, you should keep in mind that Sponsor, members of the board of directors and officers have interests in the business combination that are different from or in addition to (and which may conflict with) your interests as a stockholder. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”

Emerging Growth Company

Each of BT OpCo and PubCo is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and they may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. PubCo has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies. PubCo, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may limit comparability of PubCo’s financial statements with certain other public companies because of the potential differences in accounting standards used.

PubCo will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) ending after the fifth anniversary of the closing of the business combination, (b) in which PubCo has total annual gross revenue of at least $1.235 billion or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo’s common equity that is held by non-affiliates equals or exceeds $700 million as of the prior June 30^th; and (ii) the date on which PubCo has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Risk Factors

In evaluating the proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.” Such risks include, but are not limited to:

Risks related to Bitcoin Depot’s business and industry, including that:

• Bitcoin Depot’s transaction volume may be partially dependent on the prices of Bitcoin we make available via its services, which can be volatile. If such prices decline, the volume of user transactions could decrease and Bitcoin Depot’s business, operating results, and financial condition would be adversely affected.

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• Bitcoin Depot’s long-term success depends on its ability to develop new and innovative products and services to address and keep pace with the rapidly evolving market for payments and financial services, and, if Bitcoin Depot is not able to implement successful enhancements and new features for its products and services, Bitcoin Depot’s business, operating results and financial condition could be materially and adversely affected.

• Converting cash into Bitcoin (and vice versa) involves risks, which could result in loss of user assets, user disputes and other liabilities, which could adversely impact our business.

• Any significant disruption in Bitcoin Depot’s kiosks or software, in its information technology systems, or in any of the blockchain networks related to Bitcoin Depot’s business, could result in a loss of users or funds and adversely impact its brand and reputation and its business, operating results, and financial condition.

Risks related to government regulation and privacy matters, including that:

• Any failure to obtain or maintain necessary money transmission registrations and licenses could adversely affect Bitcoin Depot’s operations.

• Bitcoin Depot is subject to an extensive and highly-evolving regulatory landscape and any adverse changes to, or its failure to comply with, any laws, rules and regulations could adversely affect Bitcoin Depot’s brand, reputation, business, operating results, and financial condition.

Risks related to Bitcoin Depot’s third parties, including that:

• Many of Bitcoin Depot’s kiosks and key components to these kiosks are procured from a single or limited number of suppliers. Thus, Bitcoin Depot is at risk of shortage, price increases, tariffs, changes, delay, or discontinuation of these kiosks or components, which could disrupt and materially and adversely affect our business.

• A substantial portion of Bitcoin Depot’s kiosks are placed with a small number of retailers today. The expiration, termination or renegotiation of any of these contracts with its top retail partners, or if one or more of its top retail partners were to cease doing business with Bitcoin Depot, or substantially reduce its dealings with Bitcoin Depot, could cause its revenues to decline significantly and its business, financial condition and results of operations could be adversely impacted.

Risks related to Bitcoin Depot’s management and employees, including that:

• Bitcoin Depot’s management team has limited experience managing a public company.

• The loss of one or more of Bitcoin Depot’s key personnel, or its failure to attract and retain other highly qualified personnel in the future, could adversely impact its business, operating results, and financial condition.

• Bitcoin Depot’s officers, directors, employees, and large stockholders may encounter potential conflicts of interests with respect to their positions or interests in cryptocurrency, entities, and other initiatives and cryptocurrency-related businesses, which could adversely affect its business and reputation.

Risks related to PubCo’s organizational structure and the Tax Receivable Agreement, including that:

• Following the Closing, PubCo will be a “controlled company” within the meaning of the Nasdaq rules and, as a result, will qualify for, and will and may in the future rely on, certain exemptions from Nasdaq’s corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

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• PubCo will be required to make payments to BT Assets under the Tax Receivable Agreement for certain Tax Attributes, and no such payments will be made to any party other than BT Assets. The amounts of such payments could be significant.

Risks related to our PubCo Class A common stock, including that:

• The class structure of PubCo’s common stock will have the effect of concentrating voting control within Brandon Mintz and his affiliates (including BT Assets); this will limit or preclude your ability to influence corporate matters.

• A significant portion of PubCo’s total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This, as well as other future sales of its PubCo Class A common stock in the public market, or the perception that any such sales may occur, could cause the market price of PubCo Class A common stock to drop significantly, even if PubCo’s business is doing well, and any additional capital raised by PubCo through the sale of equity or convertible securities may dilute your ownership in us.

Risks related to GSRM and the business combination, including that:

• Sponsor, GSRM’s directors and officers and the BT Entities’ managing member, directors and managers, as applicable, and officers may each have interests in the business combination different from the interests of public GSRM stockholders.

• Sponsor has agreed to vote in favor of the business combination, regardless of how public GSRM stockholders vote.

• GSRM does not have a specified maximum redemption threshold. Redemptions by public GSRM stockholders may make it more difficult for GSRM to complete the business combination as contemplated, or make it more difficult for PubCo to operate successfully following completion.

• If third parties bring claims against GSRM, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share, the offering price per unit in the IPO.

• The BT Entities and GSRM will incur significant transaction costs in connection with the business combination.

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF BT OPCO

The following table shows summary historical financial information of BT OpCo for the periods and as of the dates indicated.

The summary historical financial information of BT OpCo as of September 30, 2022, and for the nine months ended September 30, 2022 and 2021, was derived from the unaudited consolidated historical financial statements of BT OpCo included elsewhere in this proxy statement. The summary historical financial information of BT OpCo as of and for the years ended December 31, 2021 and 2020, was derived from the audited historical financial statements of BT OpCo included elsewhere in this proxy statement.

The following summary historical financial information should be read together with the financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Bitcoin Depot” appearing elsewhere in this proxy statement. The summary historical financial information in this section is not intended to replace BT OpCo’s financial statements and the related notes. BT OpCo’s historical results are not necessarily indicative of BT OpCo’s future results.

As explained elsewhere in this proxy statement, the financial information contained in this section relates to BT OpCo, prior to and without giving pro forma effect to the impact of the business combination and, as a result, the results reflected in this section may not be indicative of the results of the combined company going forward.

Statement of Operations Data

	For the nine months ended September 30,						For the year ended December 31,
(in thousands, except for share data)	2022			2021			2021			2020
Net sales	$	497,167		$	396,937		$	548,980		$	245,131
Total costs and expenses		484,926			381,948			535,132			230,319
Income (loss) from operations		12,241			14,989			13,848			14,812
Other income (expense)
Interest expense		(9,153	)		(5,134	)		(8,000	)		(731	)
Other income (expense)		203			(21	)		(98	)		324
Loss on foreign currency transactions		(76	)		—			—			—
Income tax benefit (expense)		859			198			171			—
Consolidated net income		4,074			10,032			5,921			14,405
Net loss attributable to noncontrolling interest		(548	)		(24	)		(21	)		—
Net income attributable to Lux Vending, LLC	$	4,622		$	10,056		$	5,942		$	14,405

Statement of Cash Flows Data

	For the nine months ended September 30,						For the year ended December 31,
(in thousands, except for share data)	2022			2021			2021			2020
Net cash provided by operating activities	$	21,992		$	11,588		$	23,283		$	18,276
Net cash used in investing activities	$	(2,967	)	$	(16,569	)	$	(19,321	)	$	(1,377	)
Net cash (used in) provided by financing activities	$	(18,321	)	$	5,078		$	(7,018	)	$	17,664
Effect of exchange rate changes on cash and cash equivalents	$	(403	)	$	(40	)	$	(69	)	$	—

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Balance Sheet Data

(in thousands)	As of September 30, 2022		As of December 31, 2021		As of December 31, 2020
Total assets	$	89,532	$	108,331	$	53,059
Total liabilities	$	76,373	$	89,355	$	33,763
Total member’s equity	$	13,159	$	18,976	$	19,296
Total liabilities and member’s equity	$	89,532	$	108,331	$	53,059

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF PUBCO

The following table shows summary historical financial information of PubCo for the periods and as of the dates indicated.

The summary historical financial information of PubCo as of September 30, 2022 and for the nine months ended September 30, 2022 are each derived from the unaudited condensed historical financial statements of PubCo included elsewhere in this proxy statement. The summary historical financial information of PubCo as of December 31, 2021 and for the period from October 14, 2021 (inception) through December 31, 2021, was derived from the audited historical financial statements of PubCo included elsewhere in this proxy statement.

The following summary historical financial information should be read together with the financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GSR II Meteora Acquisition Corp.” appearing elsewhere in this proxy statement. The summary historical financial information in this section is not intended to replace PubCo’s financial statements and the related notes. PubCo’s historical results are not necessarily indicative of PubCo’s future results.

As explained elsewhere in this proxy statement, the financial information contained in this section relates to PubCo, prior to and without giving pro forma effect to the impact of the business combination and, as a result, the results reflected in this section may not be indicative of the results of the combined company going forward.

Statement of Operations Data

(in thousands, except for share data)	For the nine months ended September 30, 2022			For the period from October 14, 2021 (inception) through December 31, 2021
Total costs and expenses	$	4,383		$	11
Income (loss) from operations		(4,383	)		(11	)
Other income (expense)
Change in value of investments held in Trust Account		1,805			—
Income tax expense		(347	)		—
Net loss	$	(2,925	)	$	(11	)
Weighted average shares outstanding of Class A common stock		24,790,293			—
Basic and diluted net income per share, Class A common stock	$	0.20		$	—
Weighted average shares outstanding of Class B common stock		7,906,250			6,875,000
Basic and diluted net loss per share, Class B common stock	$	(0.99	)	$	(0.00	)

Statement of Cash Flows Data

(in thousands)	For the nine months ended September 30, 2022			For the period from October 14, 2021 (inception) through December 31, 2021
Net cash used in operating activities	$	(1,886	)	$	(0	)
Net cash used in investing activities	$	(320,994	)	$	—
Net cash provided by financing activities	$	323,796		$	45

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Balance Sheet Data

(in thousands)	September 30, 2022			December 31, 2021
Total assets	$	324,394		$	395
Total liabilities	$	3,559		$	381
Class A ordinary shares subject to possible redemption	$	322,200		$	—
Total stockholders’ equity (deficit)	$	(1,365	)	$	14

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the business combination and related transactions described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information”. The business combination will be accounted for as a common control transaction and reverse recapitalization in accordance with GAAP. Accordingly, for accounting purposes, the business combination will be treated as the equivalent of BT OpCo issuing stock for the net assets of PubCo, accompanied by a recapitalization. The net assets of PubCo will be stated at fair value (which is expected to approximate historical cost), with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet data as of September 30, 2022 gives pro forma effect to the business combination and related transactions as if they had been consummated on September 30, 2022. The summary unaudited pro forma condensed combined statement of operations data for the nine months ended September 30, 2022 and year ended December 31, 2021 give pro forma effect to the business combination and related transactions as if they had been consummated on January 1, 2021.

The summary pro forma data have been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements of PubCo and related notes and the historical financial statements of BT OpCo and related notes included elsewhere in this proxy statement. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the business combination and related transactions been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.

The following table presents summary pro forma data after giving effect to the business combination and related transactions, assuming two redemption scenarios as follows:

• Assuming No Redemption: this scenario assumes that no shares of PubCo Class A common stock are redeemed.

• Assuming Maximum Redemption: this scenario assumes that 25,611,673 shares of PubCo Class A common stock are redeemed for an aggregate payment of approximately $261.4 million (based on the estimated per share redemption price of approximately $10.21 per share) from the Trust Account, which represents the maximum number of shares that may be redeemed without causing the PubCo Minimum Cash condition to the Closing of the business combination to not be satisfied. Assuming the maximum redemptions and that there are no PIPE Subscriptions and no amount has been drawn by PubCo in connection with the Closing under the Equity Line, the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement) will be comprised of $53.9 million of PubCo Available Cash, less certain BT Transaction Expenses (as defined in the Transaction Agreement) and BT Closing Indebtedness (as defined in the Transaction Agreement) payable in accordance with the terms of the Transaction Agreement. PubCo Available Cash of $53.9 million comprises the cash held in the Trust Account after giving effect to the PubCo Share Redemptions, less any unpaid PubCo Transaction Expenses (as defined in the Transaction Agreement) of $7.5 million, which allows for Over the Top Consideration (as defined in the Transaction Agreement) of $25.9 million to be paid to BT Assets and Contribution Amount (as defined in the Transaction Agreement) of $28.0 million to be paid to BT OpCo.

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The following table is a summary of the calculation of PubCo Available Cash and Minimum Condition PubCo Available Cash under the no and maximum redemptions scenarios:

	Assuming No Redemptions			Assuming Maximum Redemptions
Cash available in the Trust Account	$	322,798		$	322,798
Less: PubCo Share Redemption Amount(1)		—			(261,418	)
Less: PubCo Transaction Expenses(1)		(7,480	)		(7,480	)
PubCo Available Cash(1)		315,318			53,900
Less: BT Transaction Expenses(2)		(8,900	)		(8,900	)
Less: BT Closing Indebtedness(3)		(4,000	)		(4,000	)
Minimum Condition PubCo Available Cash(1)	$	302,418		$	41,000

1) Refer to Section 1.1 of the Transaction Agreement for the definitions of PubCo Share Redemption Amount, PubCo Transaction Expenses, PubCo Available Cash, and Minimum Condition PubCo Available Cash.

2) Includes Aggregate Phantom Equity Cash Consideration of $0.8 million as described in adjustment (L), BT Transaction Bonus Payments of $1.0 million as described in adjustment (M), and professional service fees incurred directly in relation to the business combination of $7.1 million. Refer to Section 1.1 of the Transaction Agreement for the definition of BT Transaction Expenses.

3) Includes $2.0 million of estimated earn-out liability to be outstanding at the Closing of the business combination and BitAccess Contribution Amount of $2.0 million as described in adjustment (O). Refer to Section 2.2(b) of the Transaction Agreement for the definition of BT Closing Indebtedness.

	Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
	(in thousands, except share and per share data)
Summary Unaudited Pro Forma Condensed Combined Statement of Operations for Nine Months September 30, 2022
Revenue	$	497,167		$	497,167
Net income		1,386			1,620
Adjusted EBITDA		25,817			25,817
Net loss per common share - Basic and Diluted (Note 3)	$	(0.03	)	$	(0.14	)
Weighted-average common shares outstanding - Basic and Diluted (Note 3)		40,127,814			14,516,141
Summary Unaudited Pro Forma Condensed Combined Statement of Operations for Year Ended December 31, 2021
Revenue	$	548,980		$	548,980
Net loss	$	(2,158	)	$	(2,317	)
Adjusted EBITDA		29,780			29,780
Net loss per common share - Basic and Diluted (Note 3)	$	(0.02	)	$	(0.03	)
Weighted average common shares outstanding - Basic and Diluted (Note 3)		40,127,814			14,516,141
Summary Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2022
Total assets	$	270,796		$	97,992
Total liabilities		78,973			64,247
Total equity		191,823			33,745

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We believe that pro forma adjusted EBITDA is useful to investors as a means of evaluating operating performance and reflects the EBITDA of PubCo and BT OpCo on a combined basis. Pro forma adjusted EBITDA is a non-GAAP measure, which is in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as alternatives to performance measures derived in accordance with GAAP. Non-GAAP financial measures as used by us may not be comparable to similarly titled amounts used by other companies.

We believe these non-GAAP financial measures:

• reflect the ongoing business of the combined company in a manner that allows for meaningful period-to-period comparison and analysis of trends in its business, as they exclude non-cash items and certain non-recurring items that do not occur regularly as part of the normal activities;

• provide useful information in understanding and evaluating the underlying sustainable performance of the combined business across periods; and

• provide a normalized view of the operating performance of the combined business by excluding items that are either noncash or infrequently occurring in nature.

Post transaction, adjusted EBITDA is one of the primary measures management of the combined company will use for planning and budgeting processes, and to monitor and evaluate financial and operating results. Pro forma adjusted EBITDA gives effect to the business combination as if it had been consummated on January 1, 2021.

The table below presents our pro forma adjusted EBITDA reconciled to our pro forma net income/(loss), the closest GAAP measure for the period indicated:

	For the nine months ended September 30, 2022						For the year ended December 31, 2021
(in thousands)	Assuming No Redemptions			Assuming Maximum Redemptions			Assuming No Redemptions			Assuming Maximum Redemptions
Pro forma net income	$	1,386		$	1,620		$	(2,158	)	$	(2,317	)
Adjusted for:
Interest expense		6,827			6,827			6,921			6,921
Income tax (benefit) / expense		(1,396	)		(1,630	)		(504	)		(345	)
Depreciation and amortization		16,000			16,000			18,328			18,328
Stock based compensation		—			—			1,332			1,332
Aggregate Phantom Equity Cash Consideration		—			—			800			800
BT Transaction Bonus Payments		—			—			1,000			1,000
Non-recurring expense(1)		3,000			3,000			4,061			4,061
Adjusted EBITDA	$	25,817		$	25,817		$	29,780		$	29,780

1) Comprised of non-recurring professional service expenses, acquisition expenses, and loss on the reclassification from noncontrolling interest to liability at fair value, as described in adjustment (HH).

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MARKET PRICE, TICKER SYMBOL AND DIVIDEND INFORMATION

PubCo

Market Price and Ticker Symbol

The PubCo Class A common stock, the units, the PubCo rights and the PubCo public warrants are currently listed on the Nasdaq under the symbols “GSRM”, “GSRMU”, “GSRMR” and “GSRMW”, respectively.

The closing price of the PubCo Class A common stock, the units, the PubCo rights and the PubCo public warrants on August 24, 2022, the last trading day before announcement of the execution of the Transaction Agreement, was $9.89, $10.02, $1.54 and $0.07, respectively. As of February 3, 2023, the record date for the special meeting, the most recent closing price for each of the PubCo Class A common stock, units, PubCo rights and PubCo public warrants was $10.19, $10.28, $1.55 and $0.18, respectively.

Holders

As of February 3, 2023, the record date, there was one holder of record of PubCo Class A common stock, five holders of record of PubCo Class B common stock, one holder of record of PubCo rights, one holder of record of units and two holders of record of PubCo Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose PubCo Class A common stock, units, PubCo rights and PubCo public warrants are held of record by banks, brokers and other financial institutions.

Dividend Policy

PubCo has not paid any cash dividends on its common stock to date and does not intend to pay any cash dividends prior to the completion of the business combination.

Following the completion of the business combination, PubCo will be a holding company with no material assets other than its ownership of equity interests in BT OpCo. As such, PubCo will not have any independent means of generating revenue. However, management of PubCo expects to cause BT OpCo to make distributions to its members, including PubCo, in an amount at least sufficient to allow PubCo to pay all applicable taxes, to make payments under the Tax Receivable Agreement, and to pay PubCo’s corporate and other overhead expenses.

The payment of cash dividends on shares of PubCo Class A common stock in the future, will be within the discretion of PubCo’s board of directors at such time, and will depend on numerous factors, including:

• general economic and business conditions;

• PubCo’s strategic plans and prospects;

• PubCo’s business and investment opportunities;

• PubCo’s financial condition and operating results, including its cash position and its net income;

• working capital requirements and anticipated cash needs;

• contractual restrictions and obligations, including payment obligations pursuant to the Tax Receivable Agreement and restrictions pursuant to any credit facility; and

• legal, tax and regulatory restrictions.

BT OpCo

There is no public market for the equity interests of BT OpCo.

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RISK FACTORS

In addition to the other information contained in this proxy statement, the following risks have the potential to impact the business and operations of GSRM and Bitcoin Depot. These risk factors are not exhaustive and all investors are encouraged to perform their own investigation with respect to the business, financial condition and prospects of each of GSRM and Bitcoin Depot and the business combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition. The following discussion should be read in conjunction with the financial statements of GSRM and Bitcoin Depot and respective notes to the financial statements included herein. Unless otherwise indicated or the context otherwise requires, references in this “Risk Factors” section to the “Company,” “BT PubCo,” “we,” “our,” “us” and other similar terms refer to Bitcoin Depot Inc. and its consolidated subsidiaries (and each of their respective subsidiaries), after giving effect to the business combination.

Risks Related to Our Business and Industry

Our transaction volume may be partially dependent on the prices of Bitcoin we sell, which can be volatile. If such prices decline, the volume of user transactions could decrease and our business, operating results, and financial condition would be adversely affected.

We generate substantially all of our revenue from the cash paid by customers to purchase Bitcoin from our kiosks. The number of user transactions and our transaction volumes may be partially dependent on the prices of Bitcoin, as well as the associated demand for buying, selling and trading Bitcoin, which can be and historically have been volatile. If such prices decline, the number of user transactions or our transaction volumes could decrease. As such, any such declines, or any declines in the price of Bitcoin or market liquidity for cryptocurrency generally, may result in lower total revenue to us. For example, from January 1, 2020 through November 2021, the trading price of Bitcoin appreciated significantly, from a low of approximately $3,800 per Bitcoin in March 2020, to a high of approximately $68,900 per Bitcoin in November 2021 (an all-time-high). Since then, the price of Bitcoin has traded down to approximately $23,000 per Bitcoin as of January 21, 2023. The price and trading volume of any cryptocurrency, including Bitcoin, is subject to significant uncertainty and volatility, depending on a number of factors, including:

• market conditions of, and overall sentiment towards cryptocurrency;

• changes in liquidity, market-making volume, and trading activities;

• trading activities in cryptocurrency, including on other cryptocurrency platforms worldwide, many of which may be unregulated, and may include manipulative activities;

• investment and trading activities of highly active retail and institutional users, speculators, miners, and investors;

• the speed and rate at which cryptocurrency is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset, security instrument, or other financial assets worldwide, if at all;

• changes in user and investor confidence in cryptocurrency and cryptocurrency platforms;

• negative publicity and events relating to the digital financial system;

• unpredictable social media coverage or “trending” of, or other rumors and market speculation regarding cryptocurrency;

• the ability for cryptocurrency to meet user and investor demands;

• the functionality and utility of cryptocurrency and its associated ecosystems and networks, including cryptocurrency designed for use in various applications;

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• retail user preferences and perceived value of cryptocurrency and cryptocurrency markets;

• increased competition from other payment services or cryptocurrency for which we do not sell that exhibit better speed, security, scalability, or other characteristics;

• regulatory or legislative changes and updates affecting the digital financial system;

• the characterization of cryptocurrency under the laws of various jurisdictions around the world;

• the adoption of unfavorable taxation policies on cryptocurrency investments by governmental entities;

• the maintenance, troubleshooting, and development of the blockchain networks underlying cryptocurrency, including by miners, validators and the development community;

• the ability for cryptocurrency networks to attract and retain miners or validators to secure and confirm transactions accurately and efficiently;

• legal and regulatory changes affecting the operations of miners and validators of blockchain networks, including limitations and prohibitions on mining activities, or new legislative or regulatory requirements as a result of growing environmental concerns around the use of energy in mining cryptocurrency, including Bitcoin, and other proof-of-work mining activities;

• ongoing technological viability and security of cryptocurrency and its associated smart contracts, applications and networks, including vulnerabilities against hacks and scalability;

• fees and speed associated with processing cryptocurrency transactions, including on the underlying blockchain networks and on cryptocurrency platforms;

• financial strength of market participants;

• the availability and cost of funding and capital;

• interruptions in service from or failures of major cryptocurrency platforms;

• availability of an active derivatives market for various cryptocurrencies;

• availability of banking and payment services to support cryptocurrency-related projects;

• level of interest rates and inflation;

• monetary policies of governments, trade restrictions, and fiat currency devaluations; and

• national, North American and international economic and political conditions.

There is no assurance that any given cryptocurrency will maintain or increase in value or that there will be meaningful transaction volumes from our users. In the event that the price or trading of, or demand for, cryptocurrency declines, our business, operating results, and financial condition would be adversely affected.

Our long-term success depends on our ability to develop new and innovative products and services to address and keep pace with the rapidly evolving market for payments and financial services, and, if we are not able to implement successful enhancements and new features for our products and services, our business, operating results and financial condition could be materially and adversely affected.

Rapid and significant technological changes continue to confront the industries in which we operate, including developments in digital banking, mobile financial apps, ATMs and BTMs, and point-of-service solutions, as well as developments in cryptocurrency and in tokenization, which replaces sensitive data (e.g., payment card information) with symbols (tokens) to keep the data safe in the event that sensitive data is stolen or viewed by unauthorized third parties.

These new and evolving services and technologies may be superior to, impair, or render obsolete the products and services we currently offer or the technologies we currently use to provide them. Incorporating new

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technologies into our products and services may require substantial expenditures and take considerable time, and we may not be successful in realizing a return on these development efforts in a timely manner or at all. Our ability to develop new and innovative products and services may be inhibited by industry-wide standards, payment networks, existing and future laws and regulations, resistance to change from our users or third parties’ intellectual property rights. Our success will depend on our ability to develop new technologies and to adapt to technological changes and evolving industry standards. If we are unable to provide enhancements and new features for our products and services or to develop new and innovative products and services that achieve market acceptance or that keep pace with rapid technological developments and evolving industry standards, our business, operating results and financial condition would be materially and adversely affected.

We often rely, not only on our own initiatives and innovations, but also on third parties, including some of our competitors, for the development of and access to new technologies and development of a robust market for these new products and technologies. Failure to accurately predict or to respond effectively to developments in our industry may significantly impair our business.

In addition, because our BitAccess software is designed to operate with a variety of systems and devices, we need to continuously modify and enhance our products and services to keep pace with changes in technologies. Any failure of our BitAccess software to continue to operate effectively with new technologies could reduce our growth opportunities, the demand for our products and services, result in dissatisfaction of our users, and materially and adversely affect our business.

Our risk management efforts may not be effective, which could expose us to losses and liability and otherwise harm our business.

We offer payments and other products and services to a large number of users. We have programs designed to vet and monitor these users and the transactions we process for them as part of our risk management efforts, but such programs require continuous improvement and may not be effective in detecting and preventing fraud and illegitimate transactions. When our services are used to process illicit transactions, and we settle those funds to users and are unable to recover them, we suffer losses and liability. Additionally, illicit transactions can also expose us to governmental and regulatory enforcement actions.

The highly automated nature of, and liquidity offered by, our services make us and our users a target for illegal or improper uses, including scams and fraud directed at our users, fraudulent or illegal sales of goods or services, money laundering, and terrorist financing. Our risk management policies, procedures, techniques, and processes may not be sufficient to identify all of the risks to which we are exposed, to enable us to prevent or mitigate the risks we have identified, or to identify additional risks to which we may become subject in the future. Our current business, changing and uncertain economic, geopolitical and regulatory environment, and anticipated domestic and international growth will continue to place significant demands on our risk management and compliance efforts, and we will need to continue developing and improving our existing risk management infrastructure, techniques, and processes.

We maintain insurance policies providing general liability, umbrella and excess liability coverage, each of which has an aggregate limit between $2 million to $5 million, as well as coverage relating to cyber-related incidents, having an aggregate policy limit of approximately $2 million. Typically, these insurance policies have one-year terms, and we are able to apply for term renewal at the end of each calendar year. With respect to termination provisions included in the subject policies, we have the option to terminate each policy by providing notice to the applicable provider and fulfilling our obligation to pay the minimum earned premium due under the applicable policy. While we maintain a program of insurance coverage for various types of liabilities, we may self-insure against certain business risks and expenses where we believe we can adequately self-insure against the anticipated exposure and risk or where insurance is either not available or deemed not cost-effective.

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We obtain and process a large amount of sensitive user data. Any real or perceived improper use of, disclosure of, or access to such data could harm our reputation, as well as have an adverse effect on our business.

We obtain and process large amounts of sensitive data, including personal data related to our users and their transactions, such as their names, addresses, social security or tax identification numbers, copies of government-issued identification, facial recognition data (from scanning of photographs for identity verification), bank statements and transaction data. We face risks, including to our reputation, in the handling and protection of this data, and these risks will increase as our business expands, including through our acquisition of, and investment in, other companies and technologies. Federal, state, and international laws and regulations governing privacy, data protection, and e-commerce transactions require us to safeguard our users’, employees’, and service providers’ personal data.

We have administrative, technical, and physical security measures and controls in place and maintain a robust information security program. However, our security measures, or the security measures of companies we acquire, may be inadequate or breached as a result of third-party action, employee or service provider error, malfeasance, malware, phishing, hacking attacks, system error, trickery, advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or otherwise, and, as a result, someone may be able to obtain unauthorized access to sensitive information, including personal data, on our systems. We could be the target of a cybersecurity incident, which could result in harm to our reputation and financial losses. Additionally, our users have been and could be targeted in cybersecurity incidents like an account takeover, which could result in harm to our reputation and financial losses. Additionally, privacy and data protection laws are evolving, and these laws may be interpreted and applied in a manner that is inconsistent with our data handling safeguards and practices that could result in fines, lawsuits, and other penalties, and significant changes to our business practices and products and services. Our future success depends on the reliability and security of our products and services. To the extent that the measures we or any companies we acquire have taken prove to be insufficient or inadequate, or to the extent we discover a security breach suffered by a company we acquire following the closing of such acquisition, we may become subject to litigation, breach notification obligations, or regulatory or administrative sanctions, which could result in significant fines, penalties, damages, harm to our reputation, or loss of users. If our own confidential business information or sensitive user information were improperly disclosed, our business could be adversely affected. Additionally, a party who circumvents our security measures could, among other effects, appropriate user information or other proprietary data, cause interruptions in our operations, or expose users to hacks, viruses, and other disruptions.

We face intense competition, and if we are unable to continue to compete effectively for any reason, our business, financial condition and results of operations could be adversely affected.

The markets in which we compete are highly competitive, and we face a variety of current and potential competitors that may have larger and more established user bases and substantially greater financial, operational, marketing and other resources than we have. The digital financial system is highly innovative, rapidly evolving, and characterized by healthy competition, experimentation, changing user needs, frequent introductions of new products and services, and subject to uncertain and evolving industry and regulatory requirements. We expect competition to intensify as existing and new competitors introduce new products and services, or enhance existing ones. We compete against a number of companies operating both within the U.S. and abroad, including traditional financial institutions, financial technology companies and brokerage firms that have entered the cryptocurrency market in recent years, digital and mobile payment companies offering overlapping features targeted at our users, and companies focused on cryptocurrency.

The products and services provided by our competitors are differentiated by features and functionalities, including brand recognition, user service, reliability, distribution network and options, price, speed and convenience. Distribution channels such as online, mobile solutions, account deposit and kiosk-based services continue to evolve and impact the competitive environment for cryptocurrency transactions. For example, traditional financial institutions could offer competing cryptocurrency-related products and services to our existing and prospective users.

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Our future growth depends on our ability to compete effectively in Bitcoin transaction-related services. For example, if our products and services do not offer competitive features and functionalities or if we do not keep up with technological advances, we may lose users to our competitors, which could adversely affect our business, financial condition and results of operations. In addition, if we fail to charge our users comparable and appropriate transaction and other fees relative to our competitors, users may not use our services, which could adversely affect our business, financial condition and results of operations. For example, transaction volume, where we face intense competition, could be adversely affected by pricing pressures between our services and those of some of our competitors, which could reduce the markup at which we sell Bitcoin to users and the separate flat transaction fee that we charge and adversely affect our financial condition and results of operations. We have the ability to implement fee adjustments from time to time in response to competition and other factors. Fee reductions could adversely affect our financial condition and results of operations in the short-term and may also adversely affect our financial condition and results of operations in the long-term if transaction volumes do not increase sufficiently in response.

Many innovative start-up companies and larger companies have made, and continue to make, significant investments in research and development, and we expect these companies to continue to develop similar or superior products and technologies that compete with our products and services. Further, more traditional financial and non-financial services businesses may choose to offer cryptocurrency-related services in the future as cryptocurrencies gain adoption. Our current and potential competitors may establish cooperative relationships among themselves or with third parties that may further enhance their resources.

Our existing competitors have, and our potential competitors are expected to have, various competitive advantages over us, such as:

• the ability to trade cryptocurrencies, and offer products and services, that we do not support or offer (due to constraints from regulatory authorities, our banking partners, and other factors) such as tokens that constitute securities or derivative instruments under U.S. or foreign laws;

• greater name recognition, longer operating histories, larger user bases, and larger market shares;

• larger sales and marketing budgets and organizations;

• more established marketing, banking, and compliance relationships;

• greater user support resources;

• greater resources to make acquisitions;

• lower labor, compliance, risk mitigation, and research and development costs;

• larger and more mature intellectual property portfolios;

• greater number of applicable licenses, registrations or similar authorizations;

• established core business models outside of facilitating cryptocurrency transactions, allowing them to operate on lesser margins or at a loss;

• operations in certain jurisdictions with lower compliance costs and greater flexibility to explore new product offerings; and

• substantially greater financial, technical, and other resources.

If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, operating results, and financial condition could be adversely affected.

Converting cash into cryptocurrency (and vice versa) involves risks, which could result in loss of user assets, user disputes and other liabilities, which could adversely impact our business.

To own, transfer and use a cryptocurrency on its underlying blockchain network, a person must have a private and public key pair associated with a network address, commonly referred to as a “wallet.” Each wallet is

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associated with a unique “public key” and “private key” pair, each of which is a string of alphanumerical characters. Our mobile app allows our users to receive and transfer Bitcoin using a un-hosted digital wallet (which can be created by a user via our mobile app) or by inputting the information for any other digital wallet. Also, some blockchain networks may require additional information to be provided in connection with any transfer of Bitcoin to or from a user’s wallet. A number of errors can occur in the process of converting cash into or transferring Bitcoin by way of our mobile platform, such as typos, mistakes, or the failure to include the information required by the blockchain network. For instance, a user may incorrectly enter the desired recipient’s public key. Alternatively, a user may transfer Bitcoin to a wallet address that such user does not own, control or hold the private keys to. In addition, each wallet address is only compatible with the underlying blockchain network on which it is created. For instance, a Bitcoin wallet address can only be used to send and receive Bitcoins. If any Ethereum or other cryptocurrency is sent to a Bitcoin wallet address, or if any of the foregoing errors occur, all of the user’s sent cryptocurrency will be permanently and irretrievably lost with no means of recovery. We have encountered and expect to encounter similar incidents with our users. Such incidents could result in user disputes, damage to our brand and reputation, legal claims against us, and financial liabilities, any of which could adversely affect our business.

Disputes with our users could adversely impact our brand and reputation and our business, operating results, and financial condition.

From time to time we have been, and may in the future be, subject to claims and disputes with our users with respect to our products and services, such as regarding the execution and settlement of cryptocurrency trades, fraudulent or unauthorized transactions, account takeovers, deposits and withdrawals of cryptocurrency, failures or malfunctions of our systems and services, or other issues relating to our products and services. Additionally, the ingenuity of criminal fraudsters may cause our users to be subject to ongoing account takeovers and identity fraud issues. While we have taken measures to detect and reduce the risk of fraud, there is no guarantee that they will be successful and, in any case, require continuous improvement and optimization for continually evolving forms of fraud to be effective. There can be no guarantee that we will be successful in detecting and resolving these disputes or defending ourselves in any of these matters, and any failure may result in impaired relationships with our users, damage to our brand and reputation, and substantial fines and damages. In some cases, the measures we have implemented to detect and deter fraud have led to poor user experiences, including indefinite account inaccessibility for some of our users, which increases our user support costs and can compound damages. We could incur significant costs in compensating our users, such as if a transaction was unauthorized, erroneous, or fraudulent. We could also incur significant legal expenses resolving and defending claims, even those without merit. To the extent we are found to have failed to fulfill our regulatory obligations, we could also lose our authorizations, registrations or licenses or become subject to conditions that could make future operations more costly, impair our ability to grow, and adversely impact our operating results. We are subject to investigation and enforcement action by state, federal, and international consumer protection agencies, including the CFPB, the FTC, state attorneys general in the U.S., the Canadian Office of Consumer Affairs, and other similar U.S. and Canadian government authorities, each of which monitors user complaints against us and, from time to time, escalates matters for investigation and potential enforcement against us.

While certain of our agreements with users contain arbitration provisions with class action waiver provisions that may limit our exposure to class action litigation, some federal, state, and foreign courts have refused or may refuse to enforce one or more of these provisions, and there can be no assurance that we will be successful in enforcing these arbitration provisions, including the class action waiver provisions, in the future or in any given case. Legislative, administrative, or regulatory developments may directly or indirectly prohibit or limit the use of pre-dispute arbitration clauses and class action waiver provisions. Any such prohibitions or limitations on or discontinuation of the use of, such arbitration or class action waiver provisions could subject us to additional lawsuits, including additional class action litigation, and significantly limit our ability to avoid exposure from class action litigation.

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There are a number of risks associated with our non-U.S. operations that could adversely affect our business.

We provide products and services in the U.S. and Canada and may in the future expand in various international markets. Our ability to grow in international markets and our future results could be adversely affected by a number of factors, including:

• difficulty in attracting a sufficient number of users or retail partners, or a lack of acceptance of our products and services;

• failure to anticipate competitive conditions and competition with service providers or other market players that have grater experience in the local markets than we do;

• difficulty in recruiting and retaining qualified employees and managing foreign operations in an environment of diverse cultures, laws and customs;

• challenges caused by distance, language and cultural differences and the increased travel, infrastructure and other resources associated with international operations;

• failure to conform with applicable business customs, including translation into foreign languages, cultural context and associated expenses;

• any inability or difficulties supporting or integrating with local third-party providers;

• changes in political and economic conditions and potential instability in certain regions, including in particular the recent civil unrest, terrorism, political turmoil and economic uncertainty in Africa, the Middle East, Europe and other regions;

• restrictions on money transfers to, from and between certain countries;

• currency controls, new currency adoptions and repatriation issues;

• changes in regulatory requirements or in foreign policy, including the adoption of domestic or foreign laws, regulations and interpretations detrimental to our business (including, but not limited to, with respect to payments, privacy, data protection, information security and tax);

• difficulty in gaining acceptance from industry self-regulating bodies;

• possible increased costs and additional regulatory burdens imposed on our business, including tariffs, sanctions, fines or other trade restrictions;

• changes to or the implementation of new U.S. sanctions, resulting in bank closures in certain countries, the ultimate freezing of our assets, adverse effects on existing business relationships, and/or restrictions on entering into new business relationships where carrying on business would violate such sanctions;

• burdens of complying with a wide variety of laws and regulations;

• potential increased exposure to public health issues such as pandemics, and related industry and governmental actions to address these issues;

• possible fraud or theft losses and lack of compliance by international representatives in foreign legal jurisdictions where collection and legal enforcement may be difficult or costly;

• reduced protection of our intellectual property rights;

• unfavorable tax rules or trade barriers; and

• failure to successfully manage our exposure to non-U.S. dollar exchange rates.

In the future, if a material portion of our revenue is generated in currencies other than the U.S. dollar, we will be subject to risks associated with changes in the value of our revenues denominated in non-U.S. dollars. As exchange rates among the U.S. dollar and other currencies fluctuate, the impact of these fluctuations may have a material adverse effect on our results of operations or financial condition as reported in U.S. dollars.

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Our products and services may be exploited to facilitate illegal activity such as fraud, money laundering, gambling, tax evasion, and scams. If any of our users use our business to further such illegal activities, our business could be adversely affected.

Our products and services may be exploited to facilitate illegal activity including fraud, money laundering, gambling, tax evasion, and scams. We may be specifically targeted by individuals seeking to conduct fraudulent transfers, and it may be difficult or impossible for us to detect and avoid such transactions in certain circumstances. The use of our products and services for illegal or other illicit purposes could subject us to claims, individual and class action lawsuits, and government and regulatory investigations, prosecutions, enforcement actions, inquiries, or requests that could result in liability and reputational harm for us. Moreover, certain activities that may be legal in one jurisdiction may be illegal in another jurisdiction, and certain activities that are at one time legal may in the future be deemed illegal in the same jurisdiction. As a result, there is significant uncertainty and cost associated with detecting and monitoring transactions for compliance with local laws. In the event that a user is found responsible for intentionally or inadvertently violating the laws in any jurisdiction, we may be subject to governmental inquiries, enforcement actions, prosecuted, or otherwise held secondarily liable for aiding or facilitating such activities. Changes in law have also increased the penalties for money transmitters for certain illegal activities, and government authorities may consider increased or additional penalties from time to time. Government authorities may seek to bring legal action against money transmitters, including us, for involvement in the sale of infringing or allegedly infringing items. Any threatened or resulting claims could result in reputational harm, and any resulting liabilities, loss of transaction volume, or increased costs could harm our business.

Moreover, while fiat currencies can be used to facilitate illegal activities, cryptocurrencies are relatively new and, in many jurisdictions, may be lightly regulated or largely unregulated. Many types of cryptocurrency have characteristics, such as the speed with which cryptocurrency transactions can be conducted, the ability to conduct transactions without the involvement of regulated intermediaries, the ability to engage in transactions across multiple jurisdictions, the irreversible nature of certain cryptocurrency transactions, and encryption technology that anonymizes these transactions, that make cryptocurrency susceptible to use in illegal activity. U.S. federal and state and foreign regulatory authorities and law enforcement agencies, such as the Department of Justice, SEC, U.S. Commodity Futures Trading Commission (the “CFTC”), FTC, or the Internal Revenue Service (“IRS”), and various state securities and financial regulators have taken and continue to take legal action against persons and entities alleged to be engaged in fraudulent schemes or other illicit activity involving cryptocurrency. Facilitating transactions in cryptocurrency, including those that obscure the identities of the sender and/or receiver, may cause us to be at increased risk of liability arising out of anti-money laundering and economic sanctions laws and regulations.

While we have designed our risk management and compliance framework to detect significant illicit activities conducted by our potential or existing users, we cannot ensure that we will be able to detect all illegal or other illicit activity on our platform. If any of our users use our platform to further such illegal or other illicit activities, our business could be adversely affected.

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If we fail to retain existing users or add new users, or if our users decrease their level of engagement with our products and services, our business, operating results, and financial condition may be significantly harmed.

Our success depends on our ability to retain existing users and attract new users to increase engagement with our products and services. To do so, we must continue to offer leading technologies and ensure that our products and services are secure, reliable, and engaging. We must also expand our products and services, and offer competitive transaction and other fees in an increasingly crowded and price-sensitive market. There is no assurance that we will be able to continue to do so, that we will be able to retain our current users or attract new users, or keep our users engaged. Any number of factors can negatively affect user retention, growth, and engagement, including if:

• we fail to increase awareness of our brand and successfully compete with the offerings and prices other companies, or if our users otherwise increasingly engage with competing products and services, including those that we are unable to offer due to regulatory reasons;

• we fail to introduce new and improved products and services, or if we introduce new products or services that are not favorably received;

• we fail to successfully identify and acquire or invest in businesses, products or technologies that we believe could complement or expand our business;

• we fail to support new and in-demand cryptocurrencies or if we elect to support cryptocurrencies with negative reputations;

• there are changes in sentiment about the quality or usefulness of our products and services or concerns related to privacy, security, or other factors including, without limitation, changes in macro-level user preference for using cash to purchase Bitcoin;

• there are adverse changes in our products and services that are mandated by legislation, regulatory authorities, or litigation;

• we fail to maintain existing authorizations as well as obtain newly required authorizations, registrations and licenses for our products;

• users perceiving Bitcoin and other cryptocurrencies to be a bad investment, or experiencing significant losses in Bitcoin or other cryptocurrencies, may not desire to utilize our products and services;

• technical or other problems prevent us from delivering our products and services with the speed, functionality, security and reliability that our users expect, or if we fail to otherwise gain and maintain the trust and confidence of our users;

• there are cybersecurity incidents, employee or service provider misconduct or other unforeseen activities that cause losses to us or our users;

• there are modifications to our fee model, including as a result of changes in or the adoption of any laws or regulations imposing restrictions or limitations on the markup at which we sell Bitcoin to users or the separate flat transaction fee that we are able to charge our users, or modifications by competitors to their fee models;

• we fail to provide adequate customer service for our users and retail partners;

• regulatory and governmental bodies in countries that we target for expansion express negative views towards cryptocurrency-related services and, more broadly, the digital financial system; or

• we or other companies in our industry are the subject of adverse media reports or other negative publicity.

From time to time, certain of these factors have negatively affected user retention, growth, and engagement to varying degrees. If we are unable to maintain or increase our user base and user engagement, our revenue and

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financial results may be adversely affected. Any decrease in user retention, growth, or engagement could render our products and services less attractive to users, which may have an adverse impact on our revenue, business, operating results, and financial condition. If our user growth rate slows or declines, we will become increasingly dependent on our ability to maintain or increase levels of user engagement and monetization in order to drive growth of revenue.

Our strategy and focus on delivering high-quality, compliant, easy-to-use, and secure Bitcoin-related services may not maximize short-term or medium-term financial results.

We have taken, and expect to continue to take, actions that we believe are in the best interests of our users and the long-term interests of our business, even if those actions do not necessarily maximize short-term or medium-term results. These include expending significant managerial, technical, and legal efforts on complying with laws and regulations that are applicable to our products and services and protecting our and our users’ data. For instance, our compliance personnel costs exceeded $1.6 million for the year ended December 31, 2021. Substantially all of our operating costs with respect to regulation and compliance is correlated with our transaction volumes, and mainly driven by payroll to employ a growing number of personnel to support the expansion of our business. We also focus on driving long-term engagement with our users through innovation and developing new industry-leading products and technologies. These decisions may not be consistent with the short-term and medium-term expectations of our stockholders and may not produce the long-term benefits that we expect, which could have an adverse effect on our business, operating results, and financial condition.

Any significant disruption in our kiosks or software, in our information technology systems, or in any of the blockchain networks related to our business, could result in a loss of users or funds and adversely impact our brand and reputation and our business, operating results, and financial condition.

Our reputation and ability to attract and retain users and grow our business depends on our ability to operate our products and services at high levels of reliability, scalability, and performance, including the ability to process and monitor, on a daily basis, the transactions that occur across multiple systems. Our kiosks and software, the ability of our users to transact in Bitcoin, and our ability to operate at a high level, are dependent on our ability to access the blockchain networks underlying the supported Bitcoin, for which access is dependent on our systems’ ability to access the internet. Further, the successful and continued operations of such blockchain networks will depend on a network of computers, miners, or validators, and their continued operations, all of which may be impacted by service interruptions.

Our kiosks and certain cryptocurrency and blockchain networks have experienced from time to time, and may experience in the future, service interruptions or degradation because of hardware and software defects or malfunctions, distributed denial-of-service and other cyberattacks, insider threats, break-ins, sabotage, human error, vandalism, earthquakes, hurricanes, floods, fires, and other natural disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks, computer viruses or other malware, or other events. In addition, extraordinary transactions or site usage could cause our kiosks to operate at an unacceptably slow speed or even fail.

If any of our kiosks are disrupted for any reason, our products and services may fail, resulting in unanticipated disruptions, slower response times and delays in our users’ transaction execution and processing, failed transactions, incomplete or inaccurate accounting, recording or processing of transactions, unauthorized transactions, loss of user information, increased demand on limited user support resources, user claims, complaints with regulatory organizations, lawsuits, or enforcement actions. A prolonged interruption in the availability or reduction in the availability, speed, or functionality of our products and services could harm our business. Significant or persistent interruptions in our services could cause current or potential users to believe that our kiosks or software are unreliable, leading them to switch to our competitors or to avoid or reduce the use of our products and services, and could permanently harm our reputation and brands. Moreover, to the extent that any system failure or similar event results in damages to our users, these users could seek significant

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compensation from us for their losses, and those claims, even if unsuccessful, would likely be time-consuming and costly for us to address. Problems with the reliability or security of our kiosks or software would harm our reputation, and damage to our reputation and the cost of remedying these problems could negatively affect our business, operating results, and financial condition.

Because we are a regulated money services business in certain jurisdictions, interruptions have resulted and in the future may result in regulatory scrutiny, and significant or persistent interruptions could lead to significant fines and penalties, and mandatory and costly changes to our business practices, and ultimately could cause us to lose existing licenses or banking and other relationships that we need to operate or prevent or delay us from obtaining additional authorizations, registrations or licenses that may be required for our business.

In addition, we are continually improving and upgrading our information systems and technologies. We also rely on technologies developed by others, and if we are unable to continue to obtain licenses for such technologies or licenses to substitute for similar technologies, our business could be adversely impacted. Implementation of new systems and technologies is complex, expensive, time-consuming, and may not be successful. If we fail to timely and successfully implement new information systems and technologies, or improvements or upgrades to existing information systems and technologies, or if such systems and technologies do not operate as intended, it could have an adverse impact on our business, internal controls (including internal controls over financial reporting), operating results, and financial condition.

Banks and financial institutions may not provide banking services, or may cut off services, to businesses that engage in Bitcoin and/or other cryptocurrency-related activities, or that accept Bitcoin as payment, including financial institutions of investors in our securities, and we may be exposed to counterparty risk as a result.

Although a number of significant U.S. banks and investment institutions, such as Goldman Sachs, Citi Group, J.P. Morgan, Bank of America and BlackRock, have indicated they plan to begin allowing their customers to carry and invest in Bitcoin and other cryptocurrencies, the acceptance and use of Bitcoin and other cryptocurrencies by banks is relatively uncommon and may never become mainstream. Indeed, a number of companies and individuals engaged in Bitcoin and/or other cryptocurrency-related activities have been unable to find banks or financial institutions that are willing to provide them with banking services. Similarly, a number of companies and individuals or businesses associated with Bitcoin or other cryptocurrencies may have had and may continue to have their existing banking services discontinued with financial institutions in response to government action, particularly in China, where the regulatory response to cryptocurrencies has been to exclude their use for ordinary consumer transactions within China. We also may be unable to obtain or maintain these services for our business. The difficulty that many businesses that provide Bitcoin and/or derivatives on other digital asset-related activities have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing the usefulness of cryptocurrency as a payment system and harming public perception of cryptocurrency, and could decrease cryptocurrency’s usefulness and harm its public perception in the future.

The public perception of Bitcoin or cryptocurrency could be damaged if banks or financial institutions were to close the accounts of businesses engaging in Bitcoin and/or other cryptocurrency-related activities. This could occur as a result of compliance risk, cost, government regulation or public pressure. The risk applies to securities firms, clearance and settlement firms, national stock and derivatives on commodities exchanges, the over-the-counter market and the Depository Trust Company. The adoption or implementation of similar policies, rules or regulations by these or similar entities could negatively affect our relationships with financial institutions and impede our ability to convert Bitcoin and other cryptocurrencies to fiat currencies. Such factors could have a material adverse effect on our ability to continue as a going concern or to pursue our strategy at all, which could have a material adverse effect on our business, prospects or operations and harm investors.

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Due to unfamiliarity and some negative publicity associated with cryptocurrency-related businesses, existing and potential users may lose confidence in cryptocurrency-related products and services which could negatively affect our business.

Cryptocurrency and related products and services are relatively new. Many of our competitors are unlicensed, unregulated, operate without supervision by any governmental authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate practices, cybersecurity, and regulatory compliance. As a result, users and the general public may lose confidence in cryptocurrency businesses, including regulated businesses like ours.

Since the inception of the digital financial system, numerous cryptocurrency businesses have been sued, investigated, or shut down due to fraud, manipulative practices, business failure, and security breaches. In many of these instances, customers of these businesses were not compensated or made whole for their losses. Larger businesses like us are more appealing targets for hackers and malware, and may also be more likely to be targets of regulatory enforcement actions. For example, in May 2019, Binance, one of the world’s largest platforms, was hacked, resulting in losses of approximately $40 million, and in February 2021, Bitfinex settled a long-running legal dispute with the State of New York related to Bitfinex’s alleged misuse of over $800 million of customer assets. Further, in the first half of 2022, major cryptocurrency lending platforms declared bankruptcy, resulting in a loss of confidence in participants of the digital financial system and negative publicity surrounding cryptocurrency more broadly.

In addition, there have been reports that a significant amount of cryptocurrency trading volume on cryptocurrency businesses is fabricated and false in nature, with a specific focus on unregulated businesses located outside the U.S. Such reports may indicate that the market for cryptocurrency business activities is significantly smaller than otherwise understood.

We have entered into, and may enter into the future, acquisitions, strategic investments, partnerships or relationships, entries into new businesses, joint ventures, divestitures, and other transactions which could fail to achieve strategic objectives, disrupt our ongoing operations or result in operating difficulties, divert the attention of management, liabilities and expenses, harm our business, and negatively impact our results of operations.

In pursuing our business strategy, we routinely conduct discussions and evaluate opportunities for possible acquisitions, strategic investments, partnerships and relationships, entries into new businesses, joint ventures, divestitures, and other transactions. We have in the past acquired or invested in, and we continue to seek to acquire or invest, in businesses, technologies, or other assets that we believe could complement or expand our business, including acquisitions of new lines of business that are adjacent to or outside of our existing products and services. As we grow, the pace and scale of our acquisitions may increase and may include larger acquisitions than we have done historically. The identification, evaluation, and negotiation of potential acquisition or strategic investment transactions may divert the attention of management and entail various expenses, whether or not such transactions are ultimately completed. There can be no assurance that we will be successful in identifying, negotiating, and consummating favorable transaction opportunities. In addition to transaction and opportunity costs, these transactions involve large challenges and risks, whether or not such transactions are completed, any of which could harm our business and negatively impact our results of operations, including risks that:

• the transaction may not advance our business strategy or may harm our growth or profitability;

• we may not be able to secure required regulatory approvals or otherwise satisfy closing conditions for a proposed transaction in a timely manner, or at all;

• the transaction may subject us to additional regulatory burdens that affect our business in potentially unanticipated and significantly negative ways;

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• we may not realize a satisfactory return on our investment or increase our revenue;

• we may experience difficulty, and may not be successful in, integrating technologies, IT or business enterprise systems, culture, or management or other personnel of the acquired business;

• we may incur significant acquisition costs and transition costs, including in connection with the assumption of ongoing expenses of the acquired business;

• we may not realize the expected benefits or synergies from the transaction in the expected time period, or at all;

• we may be unable to retain key personnel;

• acquired businesses or businesses that we invest in may not have adequate controls, processes, and procedures to ensure compliance with laws and regulations, including with respect to data privacy, data protection, and information security, and our due diligence process may not identify compliance issues or other liabilities;

• acquired businesses’ technology stacks may add complexity, resource constraints, and legacy technological challenges that make it difficult and time consuming to achieve such adequate controls, processes, and procedures;

• we may fail to identify or assess the magnitude of certain liabilities, shortcomings, or other circumstances prior to acquiring or investing in a business, which could result in additional financial, legal, regulatory, or tax exposure and may subject us to additional controls, policies, procedures, liabilities, litigation, costs of compliance or remediation, or other adverse effects on our business, operating results, or financial condition;

• we may have difficulty entering into new market segments or new geographic territories;

• we may be unable to retain the users, vendors, and partners of acquired businesses;

• there may be lawsuits or regulatory actions resulting from the transaction;

• there may be risks associated with undetected security weaknesses, cyberattacks, or security breaches or incidents at companies that we acquire or with which we may combine or partner;

• there may be local and foreign regulations applicable to the international activities of our business and the businesses we acquire; and

• acquisitions could result in dilutive issuances of equity securities or the incurrence of debt.

Also, in the future we may choose to divest certain businesses, products or services. If we decide to sell assets or a business, we may have difficulty obtaining terms acceptable to us in a timely manner, or at all. Additionally, we may experience difficulty separating out portions of, or entire, businesses, incur loss of revenue or experience negative impact on margins, or we may not achieve the desired strategic and financial benefits. Such potential transactions may also delay achievement of our strategic objectives, cause us to incur additional expenses, disrupt user or employee relationships, and expose us to unanticipated or ongoing obligations and liabilities, including as a result of our indemnification obligations. Further, during the pendency of a divestiture, we may be subject to risks such as a decline in the business to be divested, loss of employees, users, or suppliers and the risk that the transaction may not close, any of which would have a material adverse effect on the business to be divested and our retained business. If a divestiture is not completed for any reason, we may not be able to find another buyer on the same terms, and we may have incurred significant costs without the corresponding benefit.

Joint ventures and minority investments inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational, regulatory, and/or compliance risks associated with the joint venture or minority investment. In addition, we may be dependent on joint venture

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partners, controlling stockholders, management, or other persons or entities who control them and who may have business interests, strategies, or goals that are inconsistent with ours. Business decisions or other actions or omissions of the joint venture partners, controlling stockholders, management, or other persons or entities who control them may adversely affect the value of our investment, result in litigation or regulatory action against us, and may otherwise damage our reputation and brand.

Our business could be harmed if we are unable to accurately forecast demand for Bitcoin and to adequately manage our Bitcoin balances and kiosk inventory.

We invest broadly in our business, and such investments are partially driven by our expectations of the future success of Bitcoin. An inability to correctly forecast the success of Bitcoin could harm our business. For example, we must forecast kiosk inventory needs and expenses based on our estimates of future demand for Bitcoin and our products and services, and place orders for kiosks sufficiently in advance with our third-party suppliers. In addition, we must forecast demand for Bitcoin to maintain our holdings of Bitcoin at sufficient levels to meet customer needs, while minimizing the potential to hold Bitcoin at levels that could subject us to significant exposure to price volatility. Our ability to accurately forecast demand for Bitcoin and consequently, our products and services, could be affected by many factors, including an increase or decrease in demand for Bitcoin or for our competitors’ products or services, changes in general market or economic conditions, and business closures.

If we underestimate demand for our products or services, the suppliers of our kiosks may not be able to deliver sufficient quantities to meet the demand, and we may experience a shortage of kiosks for deployment. If we overestimate demand for our products and services, we may purchase or lease excess kiosks and the excess kiosks may become obsolete or out-of-date, which may result in write-downs or write-offs and the sale of excess kiosks at discounted prices, which could negatively impact our operating results and our business.

Cryptocurrency balances, including the cryptocurrency balances we maintain for our own account or cryptocurrency balances that may be maintained for us, and any investments in cryptocurrency, is subject to volatile market prices, impairment, and other risks of loss.

We had approximately $0.7 million and $6.6 million of cryptocurrency as of September 30, 2022 and December 31, 2021, respectively. The prices of cryptocurrencies have been highly volatile and may continue to be volatile in the future, including as a result of various associated risks and uncertainties. For example, the prevalence of cryptocurrency is a relatively recent trend, and the long-term adoption of cryptocurrency by investors, consumers, and businesses remains uncertain. The lack of a physical form, reliance on technology for creation, existence, and transactional validation, and decentralization may subject cryptocurrencies’ integrity to the threat of malicious attacks and technological obsolescence. We currently no longer hold any cryptocurrency as an investment and as described under the heading “Business of Bitcoin Depot - Our Products”, we only hold Bitcoin for operational purposes. To the extent the market value of the Bitcoin we hold continues to decrease relative to the purchase prices, our financial condition may be adversely impacted.

Moreover, a digital asset is currently considered an indefinite-lived intangible asset under applicable accounting rules, meaning that any decrease in its market value below our book value for such asset at any time subsequent to its acquisition will require us to recognize impairment charges, whereas we may make no upward revisions for any market price increases until a sale, which may adversely affect our operating results in any period in which such impairment occurs. We have recorded several such impairment charges. If there are future changes in applicable accounting rules that require us to change the manner in which we account for our cryptocurrencies, there could be a material and adverse effect on our financial results and the market price of the PubCo Class A common stock.

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Our products and services may not function as intended due to undetected errors in our software, hardware, and systems, product defects, developmental delays, or due to security breaches or incidents or human error in administering these systems, which could damage user or third-party relations, decrease our potential profitability and expose us to liability, and materially and adversely affect our business.

Our software, hardware, systems, and processes may contain undetected errors or vulnerabilities that could have a material adverse effect on our business, particularly to the extent such errors or vulnerabilities are not detected and remedied quickly. We have from time to time found defects in our user-facing software and hardware, internal systems, and technical integrations with third-party systems, and new errors or vulnerabilities may be introduced in the future. If there are such errors or defects in our software, hardware, or systems, we may face negative publicity, government investigations, and litigation. Additionally, we rely on a limited number of component and product suppliers located outside of the U.S. to manufacture our products. If there are defects in the manufacture of our kiosks, we may face similar negative publicity, investigations, and litigation, and we may not be fully compensated by our suppliers for any financial or other liability that we suffer as a result. As our hardware and software services continue to increase in size and complexity, and as we integrate new, acquired subsidiaries with different technology stacks and practices, these risks may correspondingly increase as well.

In addition, we provide incremental releases of product and service updates and functional enhancements, which increase the possibility of errors. Any errors, data leaks, security breaches or incidents, disruptions in services, or other performance problems with our products or services caused by external or internal actors could hurt our reputation and damage our business. Software and system errors, or human error, could delay or inhibit settlement of payments, result in oversettlement, cause reporting errors, or prevent us from collecting transaction-based fees, or negatively impact our ability to serve our users. Similarly, security breaches or incidents, which may be caused by or result from cyber-attacks by hackers or others, computer viruses, worms, ransomware, other malicious software programs, security vulnerabilities, employee or service provider theft, misuse or negligence, phishing, identity theft or compromised credentials, denial-of-service attacks, or other causes, could impact our business and disrupt the proper functioning of our products or services, cause errors, allow loss or unavailability of, unauthorized access to, or disclosure of, proprietary, confidential or otherwise sensitive information of ours or our users, and other destructive outcomes. Any of the foregoing issues could result in costly and time consuming efforts to redesign and redistribute our products, give rise to regulatory inquiries and investigations, and result in lawsuits and other liabilities and losses, which could have a material and adverse effect on our business.

Cybersecurity threats continue to increase in frequency and sophistication; a successful cybersecurity attack could interrupt or disrupt our information technology systems or cause the loss of confidential or protected data which could disrupt our business, force us to incur excessive costs or cause reputational harm.

The size and complexity of our information systems make such systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees or vendors, or from attacks by malicious third parties. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives and expertise. While we have invested in the protection of data and information technology, there can be no assurance that our efforts will prevent or quickly identify service interruptions or security breaches. We maintain cyber liability insurance; however, this insurance may not be sufficient to cover the financial, legal, business or reputational losses that may result from an interruption or breach of our systems. Any such interruption or breach of our systems could adversely affect our business operations and result in the loss of critical or sensitive confidential information or intellectual property and could result in financial, legal, business and reputational harm to us.

Litigation or investigations involving us, our agents or other contractual counterparties could result in material settlements, fines or penalties and may adversely affect our business, financial condition and results of operations.

We have been and in the future may be, subject to allegations and complaints that individuals or entities have used our products and services for fraud-induced money transfers, as well as certain money laundering

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activities, which may result in fines, penalties, judgments, settlements and litigation expenses. We also are the subject from time to time of litigation related to our business. The outcome of such allegations, complaints, claims and litigation cannot be predicted. For more information about litigation relating to our business, including the Canaccord Claim (as defined herein), please read the section of this Proxy Statement entitled “Business of Bitcoin Depot—Legal Proceedings.”

Regulatory and judicial proceedings and potential adverse developments in connection with ongoing litigation may adversely affect our business, financial condition and results of operations. There may also be adverse publicity associated with lawsuits and investigations that could decrease third-party and consumer use and acceptance of our products and services. Additionally, our business may be the subject of class action lawsuits including securities litigation, regulatory actions and investigations and other general litigation. The outcome of class action lawsuits, including securities litigation, regulatory actions and investigations and other litigation is difficult to assess or quantify but may include substantial fines and expenses, as well as the revocation of required authorizations, registrations or licenses or the loss of approved status, which could have a material adverse effect on our business, financial position and results of operations or users’ confidence in our business. Plaintiffs or regulatory agencies in these lawsuits, actions or investigations may seek recovery of very large or indeterminate amounts, and the magnitude of these actions may remain unknown for substantial periods of time. The cost to defend or settle future lawsuits or investigations may be significant. In addition, improper activities, lawsuits or investigations involving third-parties may adversely impact our business operations or reputation even if we are not directly involved.

Major bank failure or sustained financial market illiquidity, or illiquidity at our clearing, cash management and custodial financial institutions, could adversely affect our business, financial condition and results of operations.

We face certain risks in the event of a sustained deterioration of financial market liquidity, as well as in the event of sustained deterioration in the liquidity, or failure, of our clearing, cash management and custodial financial institutions. In particular:

• We may be unable to access funds in our deposit accounts on a timely basis. Any resulting need to access other sources of liquidity or short-term borrowing would increase our costs. Any delay or inability to settle transactions with users or our contractual counterparties could adversely impact our business, financial condition and results of operations.

• In the event of a major bank failure or other adverse financial event impacting where our cash, cash equivalents and interest-bearing deposits are held, we could face major risks to the recovery of such deposits. As of September 30, 2022, approximately $11.6 million of our $38.3 million in cash, cash equivalents and interest-bearing deposits was not subject to insurance protection against loss or was in excess of the deposit insurance limits at banks.

• Our existing debt financing agreements are sources of funding for our corporate transactions and liquidity needs. If any of the lenders participating in our debt financing agreements were unable or unwilling to fulfill its lending commitment to us, our short-term liquidity and ability to engage in corporate transactions, such as acquisitions, could be adversely affected.

• We may be unable to borrow from financial institutions or institutional investors on favorable terms, which could adversely impact our ability to pursue our growth strategy and fund key strategic initiatives.

If financial liquidity deteriorates, there can be no assurance we will not experience an adverse effect, which may be material, on our ability to access capital and on our business, financial condition and results of operations.

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Our recent rapid growth, including in our transaction volume, may not be indicative of our future growth. Our rapid growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

Our revenue was $549.0 million in 2021 and $245.1 million in 2020. We have recently experienced significant growth in our transaction volume from 2020 to 2021. However, even if our transaction volume continues to increase, we expect that our growth rate will decline in the future as a result of a variety of factors, including the increasing scale of our business, new entrants into the market and the maturation of the BTM operator industry. Overall growth of our transaction volume depends on a number of factors, and we may not successfully accomplish our objectives, which makes it difficult for us to forecast our future operating results. If the assumptions that we use to plan our business are incorrect or change in reaction to changes in our market, or if we are unable to maintain or grow transaction volumes, our stock price could be volatile, and it may be difficult to achieve and maintain profitability. Additionally, if we fail to address the risks and difficulties that we face, including those associated with the factors listed above as well as those described elsewhere in this “Risk Factors” section, our growth rate will be adversely affected. You should not rely on our results for any prior quarterly or annual periods as any indication of our future transaction volumes or revenue growth.

The further development and acceptance of cryptocurrency networks and other cryptocurrencies, which represent a new and rapidly changing industry, are subject to a variety of factors that are difficult to predict and evaluate. The slowing or stopping of the development or acceptance of digital asset systems may adversely affect an investment in us.

Cryptocurrency that may be used, among other things, to buy and sell goods and services are a new and rapidly evolving industry which is subject to a high degree of uncertainty. The factors affecting the further development of the digital asset industry, as well as the digital asset networks, include:

• continued worldwide growth in the adoption and use of cryptocurrencies;

• government and quasi-government regulation of cryptocurrencies and their use, or restrictions on or regulation of access to and operation of the digital asset network or similar cryptocurrency systems;

• the maintenance and development of the open-source software protocol of cryptocurrency networks;

• changes in consumer demographics and public tastes and preferences;

• the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies;

• general economic conditions and the regulatory environment relating to cryptocurrency; and

• the impact of regulators focusing on cryptocurrencies and digital securities and the costs associated with such regulatory oversight.

A decline in the popularity or acceptance of the digital asset networks could adversely affect an investment in us.

We are or may in the future be susceptible to risks arising from disruptions in crypto asset markets. Such risks could potentially result in, among other things:

• the depreciation of investments held in us, including the depreciation in the price of our publicly traded stock after the Closing;

• decreased user demand for our products and services;

• financing risks to us, including relating to our ability to obtain equity and debt financing;

• increased losses or impairments of the crypto assets held by us;

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• legal proceedings and government investigations involving us or our affiliates or other third parties with which we do business; or

• indirect risks to our business due to any adverse impact of recent or future crypto market disruptions on our users, suppliers or other counterparties.

Additionally, although we are not directly connected to recent crypto market events, we may still suffer reputational harm due to our association with the cryptocurrency industry in light of the recent disruption in, or as a result of any future disruptions in, the crypto asset markets.

If we are unable to adequately protect our brands and the intellectual property rights related to our existing and any new or enhanced products and services, or if we infringe on the rights of others, our business, prospects, financial condition and results of operations could be adversely affected.

Our brands are important to our business. We utilize trademark registrations in the countries we operate and other tools to protect our brands. Our business would be harmed if we were unable to adequately protect our brands and the value of our brands was to decrease as a result.

We rely on a combination of patent, trademark and copyright laws, trade secret protection and confidentiality and license agreements to protect the intellectual property rights related to our products and services. We also investigate the intellectual property rights of third parties to prevent our infringement of those rights. We may be subject to third-party claims alleging that we infringe their intellectual property rights or have misappropriated other proprietary rights. We may be required to spend resources to defend such claims or to protect and police our own rights, including maintenance costs as well as expenses associated with sending and responding to demand letters and with administrative proceedings or litigation. We cannot be certain of the outcome of any such allegations. Some of our intellectual property rights may not be protected by intellectual property laws, particularly in foreign jurisdictions.

The loss of our intellectual property protection, the inability to secure or enforce intellectual property protection or to successfully defend against claims of intellectual property infringement could harm our business, prospects, financial condition and results of operation.

BitAccess provides operating software to other BTM operators to run their machines, which could lead to access to information about the operations of our competitors, giving us an anti-competitive advantage that could result in a higher risk of litigation if sufficient controls are not in place.

BitAccess provides operating software to multiple BTM operators. Through our acquisition of BitAccess, we supply software to some of our competitors. If a party (whether internal, external, an affiliate or unrelated third party) is able to circumvent our data security systems or those of the competitors to whom we supply software, or engage in cyber-attacks, such party could obtain our competitors’ proprietary information, the loss, theft or inaccessibility of, unauthorized access to, or improper use or disclosure of, our competitors’ data and/or significant interruptions in our competitors’ operations. Further, if sufficient controls are not in place, or if we fail to implement adequate data-security practices or fail to comply with our policies or otherwise suffer a network or other security breach, our competitors’ information may be improperly (even if inadvertently) accessed, used or disclosed. If any of the foregoing were to occur, we could potentially have visibility into the operations of our competitors, which may give us an unfair, anti-competitive advantage. As a result, we could be subject to claims of alleged infringement, misappropriation or other violations of the intellectual property rights of our competitors or other third parties in the operation of our business, including for our use of our competitors’ or other third party intellectual property rights or our internally developed or acquired intellectual property and technologies. Consequently, this could lead to a higher litigation risk in the future. We maintain a comprehensive portfolio of insurance policies to meet both our legal obligations and to cover perceived risks within our business, but we cannot know whether our coverage and the deductibles under these policies are adequate to protect us against the aforementioned risks that we face.

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We are subject to economic and geopolitical risk, business cycles, and the overall level of consumer, business and government spending, which could negatively affect our business, financial condition, results of operations and cash flows.

The cryptocurrency payments technology industry depends heavily on the overall level of consumer, business and government spending. We are exposed to general economic conditions that affect consumer confidence, spending, and discretionary income and changes in consumer purchasing habits. A sustained deterioration in general economic conditions in the markets in which we operate, supply chain disruptions, inflationary pressure or interest rate fluctuations may adversely affect our financial performance by reducing demand for cryptocurrencies and cryptocurrency-based services and thereby reducing transaction volumes. A reduction in transaction volumes could result in a decrease in our revenues and profits.

A downturn in the economy could force retailers or financial institutions to close or petition for bankruptcy protection, resulting in lower revenue and earnings for us. We also have a certain amount of fixed costs, such as rents, debt service, and salaries, which could limit our ability to quickly adjust costs and respond to changes in our business and the economy. Changes in economic conditions could also adversely affect our future revenues and profits and cause a materially adverse effect on our business, financial condition, results of operations and cash flows.

In addition, our business, growth, financial condition or results of operations could be materially adversely affected by instability or changes in a country’s or region’s economic conditions; inflation; changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise; increased difficulty of conducting business in a country or region due to actual or potential political or military conflict; or action by the U.S. or foreign governments that may restrict our ability to transact business in a foreign country or with certain foreign individuals or entities. A possible slowdown in global trade caused by increasing tariffs or other restrictions could decrease consumer or corporate confidence and reduce consumer, government and corporate spending in countries inside or outside the U.S., which could adversely affect our operations. Climate-related events, including extreme weather events and natural disasters and their effect on critical infrastructure in the U.S. or internationally, could have similar adverse effects on our operations, users or third-party suppliers.

We depend on major mobile operating systems and third-party platforms. If Google Play, the Apple App Store, or other platforms prevent users from downloading our mobile app, our ability to grow may be adversely affected.

We rely upon third-party platforms for the distribution of certain products and services. Our mobile app is provided as a free application through both the Apple App Store and the Google Play Store. The Google Play Store and Apple App Store are global application distribution platforms and the main distribution channels for our mobile app. As such, the promotion, distribution, and operation of our mobile app is subject to the respective platforms’ terms and policies for application developers, which are very broad and subject to frequent changes and re-interpretation.

The terms and conditions under which we access these distribution platforms may contain restrictions related to cryptocurrencies that could be broadly construed, and if construed to encompass the functionality of our mobile app, could limit the nature and scope of services that can be offered. If our products and services are found to be in violation of any such terms and conditions, we may no longer be able to offer our products and services through such third-party platforms. There can be no guarantee that third-party platforms will continue to support our mobile application, or that users will be able to continue to use our products and services. Any changes, bugs, technical or regulatory issues with third-party platforms, our relationships with mobile manufacturers and carriers, or changes to their terms of service or policies could degrade our app’s functionalities, reduce or eliminate our ability to distribute our app, give preferential treatment to competitive products and services, limit our ability to deliver high quality offerings, or impose fees or other charges, any of which could affect usage of our products and services and harm our business.

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If miners or validators of Bitcoin demand high transaction fees, our operating results may be adversely affected.

Miners and validators are individuals or entities who operate a computer or group of computers that add new transactions to blocks, and verify blocks created by other miners. Miners collect transaction fees and are rewarded with new tokens for their services, which such fees and rewards can be unpredictable. When a user buys Bitcoin from a kiosk, miner fees incurred to process the withdrawal transaction on the underlying blockchain network are an inherent component of the transaction costs. If the block rewards for miners on any blockchain network are not sufficiently high to incentivize miners, miners may demand higher transaction fees, or collude to reject low transaction fees and force users to pay higher fees. Although we generally attempt to pass miner fees through to our users, we may incur from time to time, reduced margins related to higher miner fees in excess of what we expect when we charge a transaction fee to our users, resulting in adverse impacts on our operating results.

We rely on search engines, social networking sites and other web-based platforms to attract a meaningful portion of our users, and if those search engines, social networking sites and other web-based platforms change their listings or policies regarding advertising, or increase their pricing or suffer problems, it may limit our ability to attract new users.

Many users locate our website and kiosks through internet search engines, such as Google, and advertisements on social networking sites and other web-based platforms. If we are listed less prominently or fail to appear in search results for any reason, downloads of our mobile application, and visits to our website and kiosks, could decline significantly, and we may not be able to replace this traffic. Search engines revise their algorithms from time to time in an attempt to optimize their search results. If the search engines on which we rely for algorithmic listings modify their algorithms, we may appear less prominently or not at all in search results, which could result in reduced traffic to our website or kiosks that we may not be able to replace. Additionally, if the costs of search engine marketing services, such as Google AdWords, increase, we may incur additional marketing expenses, we may be required to allocate a larger portion of our marketing spend to this channel or we may be forced to attempt to replace it with another channel (which may not be available at reasonable prices, if at all), and our business, financial condition and results of operations could be adversely affected.

Furthermore, competitors may in the future bid on search terms that we use to drive traffic to our website and engagement with current and potential users. Such actions could increase our marketing costs and result in decreased traffic to our website or use of our application and kiosks. In addition, search engines, social networking sites and other web-based platforms may change their advertising policies from time to time. If any change to these policies delays or prevents us from advertising through these channels, it could result in reduced traffic to our website or use of our application and kiosks. Additionally, new search engines, social networking sites and other web-based platforms may develop in specific jurisdictions or more broadly that reduce traffic on existing search engines, social networking sites and other web-based platforms. Moreover, the use of voice recognition technology such as Alexa, Google Assistant, Cortana or Siri may drive traffic away from search engines, potentially resulting in reduced traffic to our website or use of our application and kiosks. If we are not able to achieve awareness through advertising or otherwise, we may not achieve significant traffic to our website, mobile application or kiosks.

Risks Related to Government Regulation and Privacy Matters

Any failure to obtain or maintain necessary money transmission registrations and licenses could adversely affect our operations.

We currently operate in states where we have obtained the requisite licenses to the extent that the laws and regulations of such states clearly indicate that a license is required or where state regulators have advised us that we need a license to operate. We also operate in jurisdictions where we do not believe we are required, or where we have been informed by the relevant jurisdiction that we are not required, to obtain money transmitter licenses

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or any other licenses. This belief is based on our analysis of the applicable laws and regulations and/or our communications with the regulators in the relevant jurisdictions. In the U.S., we are registered as a money services business with the Financial Crimes Enforcement Network of the U.S. Department of the Treasury (“FinCEN”), and are currently also licensed to operate as a money transmitter in Alabama, Alaska, Connecticut, Florida, Nevada, New Mexico, Rhode Island, Vermont, Washington, Puerto Rico and the District of Columbia. In Canada, we are registered with the Financial Transactions and Reports Analysis Centre of Canada as a money services business. We have applied for a BitLicense from the New York State Department of Financial Services, and have money transmitter license applications pending in Kentucky and Ohio. We also currently operate in states where we do not believe we are required, or have been informed by the relevant jurisdiction that we are not required, to obtain money transmitter licenses or any other required licenses. This belief is based on our analysis of the applicable laws and regulations and/or our communications with the regulators in the relevant jurisdiction. We plan to apply for money transmitter or virtual currency licenses or their equivalents in additional jurisdictions as needed. As we obtain additional licenses, we may be required to bear substantial cost to comply with the requirements of the additional states or jurisdictions. If our licenses are not renewed, we are denied licenses in additional states or jurisdictions where we choose to apply for a license, or jurisdictions that have previously not required a license require a license in the future, we could be forced to seek a license or change our business practices.

As a money services business and a money transmitter, we are subject to a range of legal obligations and requirements including bonding, net worth maintenance, user notice and disclosure, reporting, recordkeeping and cybersecurity requirements, and obligations that apply to the safeguarding of third-party funds and crypto assets. In addition, the licensed entity within our corporate structure is subject to inspection and examination by the state licensing agencies and certain actions involving that entity, such as changes in controlling equity holders, board members, and senior management, may require regulatory approval. Further, if we were found by these regulators to be in violation of any applicable laws, rules or regulations, we could be subject to fines, penalties, lawsuits, and enforcement actions; additional compliance requirements; increased regulatory scrutiny of our business; restriction of our operations; or damage to our reputation or brand. Regulatory requirements are constantly evolving, and we cannot predict whether we will be able to meet changes to existing regulations or the introduction of new regulations without such compliance harming our business, financial condition, and operating results.

Certain jurisdictions have enacted rules that require money transmitters, money services businesses or virtual currency businesses to establish and maintain transaction monitoring, filtering, scanning and cybersecurity programs. Wherever we are subject to these rules, we are required to adopt business practices that require additional expenditures and impact our operating results.

Additionally, if federal, state, or international regulators were to take actions that limit or prohibit us or our business partners from continuing to operate our business or their businesses as currently operated, whether by imposing additional requirements, compliance obligations or sanctions, such actions could harm our business. Any change to our business practices that makes our service less attractive to users or prohibits use of our services by residents of a particular jurisdiction could decrease our transaction volume and harm our business.

We are subject to an extensive and highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws, rules and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.

Our business is subject to extensive laws, rules, regulations, policies, orders, determinations, directives, and legal and regulatory interpretations and guidance in the markets in which we operate. The scope of laws, rules, and regulations that can impact our business is expansive and includes certain of the requirements that apply to financial services, money transmission, privacy protection, cybersecurity, electronic payments, securities and commodities regulation, data governance, data protection, fraud detection, marketing (including the Telephone Consumer Protection Act of 1991), civil rights (including the Americans with Disabilities Act, which generally

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requires, among other things, that our BTMs be accessible to individuals with disabilities, such as visually-impaired persons), competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing as well as bespoke cryptocurrency and cryptocurrency laws that have been adopted in some jurisdictions that can impact cryptocurrency custody, exchange, and transfer, cross-border and domestic cryptocurrency transmission.

Many of these legal and regulatory regimes were adopted prior to the advent of the internet, mobile technologies, cryptocurrencies, and related technologies. As a result, some applicable laws, rules and regulations do not contemplate or address unique issues associated with cryptocurrencies or the digital financial system, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local and international jurisdictions. These legal and regulatory regimes evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of cryptocurrencies and the digital financial system requires us to exercise our judgment as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of authorizations, registrations or licenses, limitations on our products and services, whistleblower complaints, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition.

In addition to existing laws, rules and regulations, various governmental and regulatory bodies, including legislative and executive bodies, in the U. S. and in other jurisdictions may adopt new laws, rules, regulations and regulatory requirements. For example, we could become subject to laws, regulations or other regulatory action imposing restrictions, disclosure requirements or limitations on the transaction fees that we are able to charge our users for Bitcoin transactions, including the markup at which we sell Bitcoin to users and the separate flat transaction fee that we charge. As a result, we may not be able to sell Bitcoin at a profitable margin, which would adversely affect our revenue and financial condition. Furthermore, new interpretations of existing laws, rules and regulations may be issued by such bodies or the judiciary, which may adversely impact the development of the digital financial system as a whole and our legal and regulatory status in particular by changing how we operate our business, how our products and services are regulated, and what products or services we and our competitors can offer, requiring changes to our compliance and risk mitigation measures, imposing new registration or licensing requirements, or imposing a total ban on certain Bitcoin transactions, as has occurred in certain jurisdictions in the past.

Due to our business activities, we are subject to ongoing supervision, examination, oversight, and reviews and currently are, and expect in the future, to be subject to investigations and inquiries, by U.S. federal and state regulators, and foreign financial service regulators. As a result of findings from these reviews and examinations, regulators have, are, and may in the future require us to take certain actions, including amending, updating, or revising our compliance policies and procedures from time to time, limiting the kinds of users that we provide services to, changing, terminating, or delaying our registrations or licenses and the introduction of our existing or new product and services, and undertaking further external audits. From time to time, we may receive examination reports citing violations of rules and regulations, inadequacies in existing compliance programs, and requiring us to enhance certain practices with respect to our compliance program, including user due diligence, transaction monitoring, training, and regulatory reporting and recordkeeping. Implementing appropriate measures to properly remediate these examination findings may require us to incur significant costs, and if we fail to properly remediate any of these examination findings, we could face civil litigation, significant fines, damage awards, forced removal of certain employees including members of our executive team, barring of certain employees from participating in our business in whole or in part, revocation of existing authorizations, registrations or licenses, limitations on existing and new products and services, reputational harm, negative impact to our existing relationships with regulators, exposure to criminal liability, or other regulatory consequences. Further, we believe increasingly strict legal and regulatory requirements and additional regulatory investigations and enforcement, any of which could occur or intensify, may continue to result in changes to our

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business practices, as well as increased costs, and supervision and examination for ourselves and our service providers. Moreover, new laws, rules, regulations, or interpretations may result in additional litigation, regulatory investigations, and enforcement or other actions, including preventing or delaying us from offering certain products or services offered by our competitors or could impact how we offer such products and services. Adverse changes to, or our failure to comply with, any laws, rules and regulations have had, and may continue to have, an adverse effect on our reputation and brand and our business, operating results, and financial condition.

It may become illegal to acquire, own, hold, sell or use Bitcoin, or other cryptocurrencies, participate in blockchains or utilize similar cryptocurrencies in more countries, the incidence of which would adversely affect us.

Although currently the use of cryptocurrencies generally is not restricted in most countries, countries such as China and Russia have taken harsh regulatory action to curb the use of cryptocurrencies and may continue to take regulatory action in the future that could severely restrict the right to acquire, own, hold, sell or use cryptocurrencies or to exchange them for fiat currency. In September 2021, China instituted a blanket ban on all cryptocurrency transactions and mining, including services provided by overseas cryptocurrency exchanges in mainland China, effectively making all cryptocurrency-related activities illegal in China. In other nations, including Russia, it is illegal to accept payment in cryptocurrency for consumer transactions, and banking institutions are barred from accepting deposits of Bitcoin or other cryptocurrencies. In January 2022, the Central Bank of Russia called for a ban on cryptocurrency activities ranging from mining to trading. While our operations are currently limited to the U.S. and Canada, such restrictions may adversely affect us if the restrictions limit the large-scale use of cryptocurrency or if the use of cryptocurrency becomes confined to certain regions globally. Such circumstances could have a material adverse effect on our business, prospects, operating results, and financial condition.

The theft, loss, or destruction of private keys required to access any Bitcoin may be irreversible. If we are unable to access our private keys or if we experience a hack or other data loss relating to our ability to access any Bitcoin, it could cause regulatory scrutiny, reputational harm, and other losses.

Bitcoin is generally accessible only by the possessor of the unique private key relating to the digital wallet in which the Bitcoin is held. While blockchain protocols typically require public addresses to be published when used in a transaction, private keys must be safeguarded and kept private to prevent a third party from accessing the Bitcoin held in the applicable wallet. To the extent that any of the private keys relating to our wallets containing Bitcoin held for our own account or our users’ private keys relating to their un-hosted wallets is lost, destroyed, or otherwise compromised or unavailable, and no backup of the private key is accessible, we or our users will be unable to access the Bitcoin held in the related wallet. Further, we cannot provide assurance that our or our users’ wallets will not be hacked or compromised. Cryptocurrency and blockchain technologies have been, and may in the future be, subject to security breaches, hacking, or other malicious activities. Any loss of private keys relating to, or any hack or other compromise of, digital wallets used to store our users’ Bitcoin could adversely affect our users’ ability to access or sell their Bitcoin, as well as result in loss of user trust in us. As such, any loss of private keys due to a hack, employee or service provider misconduct or error, or other compromise by third parties could hurt our brand and reputation, result in significant losses, and adversely impact our business.

The digital financial system is novel. As a result, policymakers are just beginning to consider what a regulatory regime for cryptocurrencies should look like and the elements that would serve as the foundation for such a regime. If we are unable to effectively react to future proposed legislation and regulation of cryptocurrencies or cryptocurrency businesses, our business, operating results and financial condition could be adversely affected.

The digital financial system is novel. As a result, many policymakers are just beginning to consider what a regulatory regime for cryptocurrency should look like and the elements that would serve as the foundation for

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such a regime. As cryptocurrency has grown in both popularity and market size, various U.S. federal, state, and local and foreign governmental organizations, consumer protection agencies and public advocacy groups have been examining the operations of cryptocurrency networks, users and platforms, with a focus on how cryptocurrencies can be used to launder the proceeds of illicit activities, fund criminal or terrorist enterprises, and the safety and soundness of platforms and other service providers that hold cryptocurrencies for users. Many of these entities have called for heightened regulatory oversight, and have issued consumer advisories describing the risks posed by cryptocurrencies to users and investors.

Competitors, including traditional financial services, have spent years cultivating professional relationships with relevant policymakers on behalf of their industry so that those policymakers may understand that industry, the current legal landscape affecting that industry, and the specific policy proposals that could be implemented to responsibly develop that industry. The lobbyists working for these competitors have similarly spent years developing and working to implement strategies to advance these industries. Members of the digital financial system have started to engage policymakers directly and with the help of external advisors and lobbyists, but this work is in a relatively nascent stage. As a result, new laws, rules and regulations may be proposed and adopted in the U.S. and internationally, or existing laws, rules and regulations may be interpreted in new ways, that harm the digital financial system or digital asset businesses, which could adversely impact our business.

Our obligations to comply with the laws, rules, regulations, and policies of a variety of jurisdictions may increase and we may be subject to inquiries, investigations, and enforcement actions by U.S. and non-U.S. regulators and governmental authorities, including those related to sanctions, export control, and anti-money laundering.

If we expand our non-U.S. activities, we may become obligated to comply with additional laws, rules, regulations, policies, and legal interpretations of both the jurisdictions in which we operate and those into which we offer products and services on a cross-border basis. For instance, financial regulators outside the U.S. have in recent months significantly increased their scrutiny of digital asset exchanges, such as by requiring digital asset exchanges operating in their local jurisdictions to be regulated and licensed under local laws. Moreover, laws regulating financial services, the internet, mobile technologies, cryptocurrencies, and related technologies outside of the U.S. are evolving, extensive and could impose different, more specific, or even conflicting obligations on us, as well as broader liability. In addition, we are required to comply with laws, rules and regulations related to economic sanctions and export controls enforced by U.S. Department of Commerce’s Bureau of Industry and Security, and U.S. anti-money laundering and counter-terrorist financing laws, rules and regulations enforced by FinCEN and certain state financial services regulators. U.S. sanctions and export control laws and regulations generally restrict dealings by persons subject to U.S. jurisdiction with certain jurisdictions that are the target of comprehensive embargoes, currently the Crimea Region, the Donetsk People’s Republic (DNR), and the Luhansk People’s Republic (LNR) of Ukraine, Cuba, Iran, North Korea, and Syria, as well as with persons, entities, and governments identified on certain prohibited party lists. Moreover, as a result of the Russian invasion of Ukraine, the U.S., the E.U., the United Kingdom, and other jurisdictions have imposed wide-ranging sanctions on Russia and Belarus and persons and entities associated with Russia and Belarus. There can be no certainty regarding whether such governments or other governments will impose additional sanctions, or other economic or military measures against Russia or Belarus.

We have an OFAC compliance program in place that includes monitoring of IP addresses to identify prohibited jurisdictions and of blockchain addresses that have either been identified by OFAC as prohibited or that otherwise are believed by us to be associated with prohibited persons or jurisdictions. Nonetheless, there can be no guarantee that our compliance program will prevent transactions with particular persons or addresses or prevent every potential violation of OFAC sanctions, and our expansion into additional jurisdictions may subject us to additional risks related to use of our services by sanctioned persons.

From time to time, we have submitted voluntary disclosures to OFAC or responded to administrative subpoenas from OFAC. Certain of these voluntary self-disclosures are currently under review by OFAC. To date,

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none of those proceedings has resulted in a monetary penalty or finding of violation. Any present or future government inquiries relating to sanctions could result in negative consequences for us, including costs related to government investigations, financial penalties, and harm to our reputation. The impact on us related to such matters could be substantial. Although we have implemented controls, and are working to implement additional controls and screening tools designed to prevent sanctions violations, there is no guarantee that we will not inadvertently provide access to our products and services to sanctioned parties or jurisdictions in the future.

Regulators worldwide frequently study each other’s approaches to the regulation of the digital financial system. Consequently, developments in any jurisdiction may influence other jurisdictions. New developments in one jurisdiction may be extended to additional services and other jurisdictions. As a result, the risks created by any new law or regulation in one jurisdiction are magnified by the potential that they may be replicated, affecting our business in another place or involving another service. Conversely, if regulations diverge worldwide, we may face difficulty adjusting our products, services, and other aspects of our business with the same effect.

The complexity of U.S. federal and state and international regulatory and enforcement regimes could result in a single event prompting a large number of overlapping investigations and legal and regulatory proceedings by multiple government authorities in different jurisdictions. Any of the foregoing could, individually or in the aggregate, harm our reputation, damage our brands and business, and adversely affect our operating results and financial condition. Due to the uncertain application of existing laws, rules and regulations, it may be that, despite our regulatory and legal analysis concluding that certain products and services are currently unregulated, such products or services may indeed be subject to financial regulation, licensing, or authorization obligations that we have not obtained or with which we have not complied. As a result, we are at a heightened risk of enforcement action, litigation, regulatory, and legal scrutiny which could lead to sanctions, cease and desist orders, or other penalties and censures which could significantly and adversely affect our continued operations and financial condition.

Complex and evolving U.S. and international laws, rules and regulation regarding privacy and data protection could result in claims, changes to our business practices, penalties, increased cost of operations or otherwise harm our business.

We are subject to requirements relating to data privacy and the collection, processing, storage, transfer and use of data under U.S. federal, state and foreign laws. For example, the FTC routinely investigates the privacy practices of companies and has commenced enforcement actions against many, resulting in multi-million dollar settlements and multi-year agreements governing the settling companies’ privacy practices. The California Consumer Protection Act, which became effective on January 1, 2020, imposes heightened data privacy requirements on companies that collect information from California residents. If we are unable to meet any such requirements, we may be subject to significant fines or penalties. As the number of jurisdictions enacting privacy and related laws increases and the scope of these laws and enforcement efforts expands, we will increasingly become subject to new and varying requirements. Failure to comply with existing or future data privacy laws, rules, regulations and requirements, including by reason of inadvertent disclosure of personal information, could result in significant adverse consequences, including reputational harm, civil litigation, regulatory enforcement, costs of remediation, increased expenses for security systems and personnel, and harm to our users. These consequences could materially adversely affect our business, financial condition and results of operations.

In addition, we make information available to certain U.S. federal and state, as well as certain foreign, government agencies in connection with regulatory requirements to assist in the prevention of money laundering and terrorist financing and pursuant to legal obligations and authorizations. In recent years, we have experienced increasing data sharing requests by these agencies, particularly in connection with efforts to prevent terrorist financing or reduce the risk of identity theft. During the same period, there has also been increased public attention to the corporate use and disclosure of personal information, accompanied by legislation and regulations intended to strengthen data protection, information security and consumer privacy. These regulatory goals may conflict, and the law in these areas may not be consistent or settled. While we believe that we are compliant with

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our regulatory responsibilities, the legal, political and business environments in these areas are rapidly changing, and subsequent legislation, regulation, litigation, court rulings or other events could expose us to increased program costs, liability and reputational damage that could have a material adverse effect on our business, financial condition and results of operations.

We are subject to compliance with U.S. anti-money laundering laws, the Foreign Corrupt Practices Act and numerous laws and regulations. Failure to comply with these laws could result in material settlements, fines, penalties and increased operating costs, all of which may adversely affect our business, financial condition and results of operations.

We are considered a money services business in the U.S. under the Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001. As such, we are subject to reporting, recordkeeping and anti-money laundering provisions in the U.S. as well as other jurisdictions. Many of these laws are evolving, with requirements that may be unclear and inconsistent across jurisdictions, making compliance challenging. Subsequent legislation, regulation, litigation, court rulings or other events could expose us to increased program costs, liability and reputational damage. During 2017 and 2018, there were significant regulatory reviews and actions taken by U.S. and other regulators and law enforcement agencies against banks, money services businesses and other financial institutions related to money laundering. We are also subject to regulatory oversight and enforcement by FinCEN. Any determination that we have violated any anti-money-laundering laws could have an adverse effect on our business, financial condition and results of operations.

We are also subject to regulations imposed by the FCPA in the U.S. and similar anti-bribery laws in other jurisdictions. To the extent we expand our non-U.S. operations, we could experience a higher risk associated with the FCPA and similar anti-bribery laws than other companies. Since 2016, there has been an increase in regulatory reviews and enforcement actions taken by the U.S. and other regulators related to antibribery laws, along with increased scrutiny on payments to and relationships with, foreign entities and individuals. Any investigation or negative finding in connection with such laws could result in significant fines or internal compliance cost, and could also harm our reputation, which would result in a negative impact on our business.

Future developments in tax laws or regulations regarding the treatment and reporting of cryptocurrencies for U.S. and foreign tax purposes could adversely impact our tax expense and liabilities, reporting obligations, liquidity and business.

Due to the new and evolving nature of cryptocurrencies and the absence of comprehensive legal and tax guidance with respect to digital asset products and transactions, many significant aspects of the U.S. and foreign tax treatment of transactions involving cryptocurrencies, such as the purchase and sale of cryptocurrencies, are uncertain, and it is unclear whether, when and what guidance may be issued in the future on the treatment of digital asset transactions for U.S. and foreign income tax purposes.

In 2014, the IRS released Notice 2014-21, discussing certain aspects of “virtual currency” for U.S. federal income tax purposes and, in particular, stating that such virtual currency (i) is “property,” (ii) is not “currency” for purposes of the rules relating to foreign currency gain or loss, and (iii) may be held as a capital asset. In 2019, the IRS released Revenue Ruling 2019-24 and a set of “Frequently Asked Questions” (which have been periodically updated), that provide additional guidance, including guidance to the effect that, under certain circumstances, hard forks of digital currencies are taxable events giving rise to ordinary income and guidance with respect to the determination of the tax basis of virtual currency. However, this guidance does not address other significant aspects of the U.S. federal income tax treatment of cryptocurrencies and related transactions.

There continues to be uncertainty with respect to the timing, character and amount of income inclusions for various digital asset transactions. Although we believe our treatment of digital asset transactions for federal income tax purposes is consistent with existing guidance provided by the IRS and existing U.S. federal income tax principles, because of the rapidly evolving nature of digital asset innovations and the increasing variety and

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complexity of digital asset transactions and products, it is possible the IRS and various U.S. states may disagree with our treatment of certain digital asset transactions for U.S. tax purposes, which could adversely affect our users and our business. Similar uncertainties exist in the foreign markets in which we operate, affecting our non-U.S. user base, and these uncertainties and potential adverse interpretations of tax law could affect our non-U.S. users and the vitality of our platforms outside of the U.S.

There can be no assurance that the IRS, the U.S. state revenue agencies or other foreign tax authorities, will not alter their respective positions with respect to cryptocurrencies in the future or that a court would uphold the treatment set forth in existing guidance. It also is unclear what additional guidance may be issued in the future on the treatment of existing digital asset transactions and future digital asset innovations for purposes of U.S. tax or other foreign tax regulations. Any such alteration of existing IRS, U.S. state and foreign tax authority positions or additional guidance regarding digital asset products and transactions could result in adverse tax consequences for holders of cryptocurrencies and could have an adverse effect on the value of cryptocurrencies and the broader cryptocurrency markets. Future technological and operational developments that may arise with respect to cryptocurrencies may increase the uncertainty with respect to the treatment of cryptocurrency for U.S. and foreign tax purposes. The uncertainty regarding tax treatment of digital asset transactions impacts our users, and could adversely impact our business, including if the volume of cryptocurrency transactions decreases due to adverse tax effect.

We may be subject to a new 1% U.S. federal excise tax in connection with redemptions of our stock.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into law. The IR Act provides for, among other measures, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations. Because we are a Delaware corporation and our securities are trading on Nasdaq, we are a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased. For purposes of calculating the excise tax, however, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. The IR Act applies only to repurchases that occur after December 31, 2022.

On December 27, 2022, the U.S. Department of the Treasury issued Notice 2023-2 (the “Notice”) as interim guidance until publication of forthcoming proposed regulations on the excise tax on stock buybacks. Although the guidance in the Notice does not constitute proposed or final Treasury regulations, but a notice of proposed regulations Treasury intends to issue in the future, taxpayers may rely upon the guidance provided in the Notice until the issuance of the forthcoming proposed regulations and certain of the forthcoming proposed regulations would (if issued) apply retroactively. The Notice generally provides that if a covered corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such covered corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

As described under the section of this proxy statement entitled “Special Meeting of PubCo Stockholders—Redemption Rights”, holders of Class A common stock will have the right to require us to redeem their Class A common stock if the business combination is consummated. Because any such redemptions will occur after December 31, 2022 such redemptions may be subject to the excise tax. Whether and to what extent we would be subject to the excise tax in connection with any such redemptions would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, together with any other redemptions or repurchases we consummate in the same taxable year, (ii) the nature and amount of any “PIPE” or other equity issuances, in connection with the business combination or otherwise, issued within the same taxable year, (iii) whether we completely liquidate and dissolve within the taxable year of such redemptions, and (iv) the content of final and proposed regulations and further guidance

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from the U.S. Department of the Treasury. Because any excise tax would be payable by us, not by the redeeming holder, and not by or from the Trust Account, the mechanics of any required payment of the excise tax have not been determined.

As described under the section of this proxy statement entitled “Questions and Answers About the Proposals for PubCo Stockholders—What happens if the business combination is not consummated or is terminated?” if the business combination is not consummated and PubCo has not consummated an initial business combination by June 1, 2023 (unless extended by the Extension Procedures), we will redeem the Class A common stock in a liquidating distribution. We do not expect such redemption in connection with the liquidating distribution to be subject to the excise tax under the Notice, however such expectation is subject to a number of factual and legal uncertainties, including further guidance from the U.S. Department of the Treasury.

The ongoing military action between Russia and Ukraine could adversely affect our business, financial condition and results of operations.

On February 24, 2022, Russian military forces launched a military action in Ukraine, and sustained conflict and disruption in the region is likely. Although the length, impact and outcome of the ongoing military conflict in Ukraine is highly unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, increases in inflation and interest rates, instability in financial markets, supply chain interruptions, political and social instability, labor shortages, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.

The situation is rapidly evolving and the United States, the European Union, the United Kingdom and other countries may implement additional sanctions, export controls or other measures against Russia, Belarus and other countries, regions, officials, individuals or industries in the respective territories. Such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations.

We are actively monitoring the situation in Ukraine and assessing its impact on our business. To date we have not experienced any material interruptions in our infrastructure, supplies, technology systems or networks needed to support our operations. We are unable to predict the progress or outcome of the conflict in Ukraine or its impacts in Ukraine, Russia or Belarus as the conflict, and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of the military action, sanctions and resulting market disruptions could be significant and could potentially have a substantial impact on the global economy and our business for an unknown period of time. Any of the abovementioned factors could affect our business, financial condition and results of operations. Any such disruptions may also magnify the impact of other risks described in this proxy statement.

Risks Related to Third Parties

We currently rely on third-party service providers and their systems for certain aspects of our operations, and any interruptions in services provided by these third parties may impair our ability to support our users.

We rely on third parties and their systems in connection with many aspects of our business, including our kiosk manufacturers, our retail partners, logistics providers, and banks; cloud computing services and data centers that provide facilities, infrastructure, website functionality and access, components, and services, including databases and data center facilities and cloud computing; as well as third parties that provide outsourced user service, compliance support and product development functions, which are critical to our operations. Because we rely on third parties to provide these services and systems and to facilitate certain of our business activities, we face increased operational risks. We do not directly manage the operation of any of these third parties, including their data center facilities that we use. These third parties may be subject to financial, legal, regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks,

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sabotage, theft, acts of vandalism, privacy breaches, service terminations, disruptions, interruptions, and other misconduct. They are also vulnerable to damage or interruption from human error, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics (including the COVID-19 pandemic) and similar events. For example, on February 24, 2021, the U.S. Federal Reserve’s payments network experienced an outage, which had the potential to result in reduced functionality for certain of our products. In addition, these third parties may breach their agreements with us, disagree with our interpretation of contract terms or applicable laws and regulations, refuse to continue or renew these agreements on commercially reasonable terms or at all, fail or refuse to process transactions or provide other services adequately, take actions that degrade the functionality of our services, impose additional costs or requirements on us or our users, or give preferential treatment to competitors. There can be no assurance that third parties that provide services to us or to our users on our behalf will continue to do so on acceptable terms, or at all. If any third parties do not adequately or appropriately provide their services or systems or perform their responsibilities to us or our users on our behalf, such as if third-party service providers close their data center facilities without adequate notice, are unable to restore operations and data, fail to perform as expected, or experience other unanticipated problems, we may be unable to procure alternatives in a timely and efficient manner and on acceptable terms, or at all, and we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, user dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences which could harm our business.

Many of our kiosks and key components to these kiosks are procured from a single or limited number of suppliers. Thus, we are at risk of shortage, price increases, tariffs, changes, delay, or discontinuation of these kiosks or components, which could disrupt and materially and adversely affect our business.

Due to our reliance on the components or products produced by certain of our suppliers, we are subject to the risk of shortages and long lead times or other disruptions in the supply of certain components or products. Our ongoing efforts to identify alternative manufacturers for the assembly of our products and for many of the single-sourced components used in our products may not be successful. In the case of off-the-shelf and other hardware components of our kiosk-based equipment, we are subject to the risk that our suppliers may discontinue or modify them, or that the components may cease to be available on commercially reasonable terms, or at all. We have in the past experienced, and may in the future experience, component shortages or delays or other problems in product assembly, and the availability of these components or products may be difficult to predict. For example, our manufacturers may experience temporary or permanent disruptions in their manufacturing operations due to equipment breakdowns, labor strikes or shortages, natural disasters, the occurrence of a contagious disease or illness, component or material shortages, cost increases, acquisitions, insolvency, bankruptcy, business shutdowns, trade restrictions, changes in legal or regulatory requirements, or other similar problems. The current global supply chain disruptions and shortages, in particular with respect to integrated circuits, have affected our supply chain and resulted in low levels of inventory for some of our hardware products. Therefore our suppliers may be unable to timely fulfill orders for some hardware products. These hardware shortages could negatively affect our ability to deploy our kiosks and serve our users, and if such shortages continue for an extended period of time, could materially and adversely impact our financial results.

Additionally, various sources of supply-chain risk, including strikes or shutdowns at delivery ports or loss of or damage to our products while they are in transit or storage, intellectual property theft, losses due to tampering, third-party vendor issues with quality or sourcing control, failure by our suppliers to comply with applicable laws and regulation, potential tariffs or other trade restrictions, or other similar problems could limit or delay the supply of our products or harm our reputation. In the event of a shortage or supply interruption from suppliers of these components, such as the current global shortage of integrated circuits, we may not be able to develop alternate sources quickly, cost-effectively, or at all. Any interruption or delay in manufacturing, component supply, any increases in component costs (or prices charged by our vendors generally), or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to provide our products and services to users. This could harm our relationships with our users and retail partners, prevent us from acquiring new users and merchants, and materially and adversely affect our business.

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A substantial portion of our kiosks are placed with a small number of retailers today. The expiration, termination or renegotiation of any of these contracts with our top retail partners, or if one or more of our top retail partners were to cease doing business with us, or substantially reduce its dealings with us, could cause our revenues to decline significantly and our business, financial condition and results of operations could be adversely impacted.

For the year ended December 31, 2021 and the nine months ended September 30, 2022, we derived approximately 22% and 33%, respectively, of our total revenues from kiosks placed at the locations of our largest retail partner, Circle K.

Because a significant portion of our kiosks are placed with a small number of retailers, a portion of our future revenues and operating income depends upon the successful continuation of our relationship with our top retail partners and the loss of any of our largest retail partners, a decision by any one of them to reduce the number of our kiosks placed in their locations, or a decision to sell or close their locations could result in a decline in our revenues or otherwise adversely impact our business operations. Furthermore, if their financial conditions were to deteriorate in the future, and as a result, one or more of these retail partners were required to close a significant number of their store locations, our revenues would be significantly impacted.

Additionally, these retail partners may elect not to renew their contracts when they expire. Even if our major contracts are extended or renewed, the renewal terms may be less favorable to us than the current contracts. If any of our largest retail partners enters bankruptcy proceedings and rejects its contract with us, fails to renew its contract upon expiration, or if the renewal terms with any of them are less favorable to us than under our current contracts, it could result in a decline in our revenues and profits and have a material adverse impact on our operations and cash flows.

Risks Related to Management and Employees

Our management team has limited experience managing a public company.

Our management team has limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from our senior management and could divert their attention away from the day-to-day management of our business, which could adversely affect our business, operating results, and financial condition.

The loss of one or more of our key personnel, or our failure to attract and retain other highly qualified personnel in the future, could adversely impact our business, operating results, and financial condition.

We operate in a relatively new industry that is not widely understood and requires highly skilled and technical personnel. We believe that our future success is highly dependent on the talents and contributions of our senior management team, members of our executive team, and other key employees across product, engineering, risk management, finance, compliance and legal, and marketing. Our future success depends on our ability to attract, develop, motivate, and retain highly qualified and skilled employees. Due to the nascent nature of the digital financial system, the pool of qualified talent is extremely limited, particularly with respect to executive talent, engineering, risk management, and financial regulatory expertise. We face intense competition for qualified individuals from numerous software and other technology companies. To attract and retain key personnel, we incur significant costs, including salaries and benefits and equity incentives. Even so, these measures may not be enough to attract and retain the personnel we require to operate our business effectively. The loss of even a few key employees or senior leaders, or an inability to attract, retain and motivate additional highly skilled employees required for the planned expansion of our business could adversely impact our operating results and impair our ability to grow.

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Our officers, directors, employees, and large stockholders may encounter potential conflicts of interests with respect to their positions or interests in cryptocurrencies, entities, and other initiatives and digital asset-related businesses, which could adversely affect our business and reputation.

Certain of our officers, directors, and employees are involved with or active investors in certain digital asset-related businesses, such as cryptocurrency miners, as well as active investors in digital asset projects themselves, and may make investment decisions that favor projects that they have personally invested in. Our largest stockholders may also make investments in these digital asset projects. Similarly, certain of our directors, officers, employees, and large stockholders may hold cryptocurrencies that we are considering supporting, and may be more supportive of such listing notwithstanding legal, regulatory, and other issues associated with such cryptocurrencies. While we have instituted policies and procedures to limit and mitigate such risks, there is no assurance that such policies and procedures will be effective, or that we will be able to manage such conflicts of interests adequately. If we fail to manage these conflicts of interests, or we receive unfavorable media coverage with respect to actual or perceived conflicts of interest, our business may be harmed and the brand, reputation and credibility of our company may be adversely affected.

Risks Related to Our Organizational Structure and the Tax Receivable Agreement

PubCo will be a holding company. Our sole material asset after completion of the business combination will be our interests in BT OpCo, and we are accordingly dependent upon distributions from BT OpCo to pay taxes, make payments under the Tax Receivable Agreement and cover our corporate and other overhead expenses.

PubCo will be a holding company and will have no material assets other than its ownership of equity interests in BT OpCo. As such, PubCo will not have any independent means of generating revenue or cash flow, and its ability to pay taxes and operating expenses or declare and pay dividends in the future, if any, will be dependent upon the financial results and cash flows of BT OpCo and its subsidiaries, and distributions PubCo receives from BT OpCo.

BT OpCo will be treated after the Closing as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to entity-level U.S. federal income taxation. Instead, taxable income will be allocated to the unitholders of BT OpCo. Accordingly, we will be required to pay income taxes on our allocable share of any net taxable income of BT OpCo. To the extent BT OpCo has available cash, we generally intend to cause BT OpCo to make pro rata distributions to its unitholders, including us, in an amount at least sufficient to allow us to cover our tax obligations, to satisfy our payment obligations under the Tax Receivable Agreement and to cover our corporate and other overhead expenses. There can be no assurance that BT OpCo and its subsidiaries will generate sufficient cash flow to distribute funds to us, or that applicable state law and contractual restrictions, including negative covenants in any financing agreements of BT OpCo or its subsidiaries, will permit such distributions. To the extent that we need funds and BT OpCo or its subsidiaries are restricted from making such distributions under applicable law or under the terms of any financing agreements, or are otherwise unable to provide such funds, it could materially adversely affect our liquidity and financial condition.

Following the Closing, we will be a “controlled company” within the meaning of the Nasdaq rules and, as a result, will qualify for, and will and may in the future rely on, certain exemptions from Nasdaq’s corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such requirements.

Because Brandon Mintz (through his ownership interests in BT Assets) will own a majority of the voting power of the outstanding PubCo common stock following the Closing, we will qualify as a “controlled company” within the meaning of the corporate governance standards of Nasdaq. Under the Nasdaq rules, a listed company of which more than 50% of the voting power is held by another person or group of persons acting together is a

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controlled company and may elect not to comply with certain corporate governance requirements, including the requirements that:

• a majority of the board of directors consist of independent directors;

• the nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the compensation committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• there be an annual performance evaluation of the nominating and corporate governance and compensation committees.

These requirements will not apply to us as long as we remain a controlled company, and we will rely on two of these exemptions after the Closing. As a result, we will not have a fully independent compensation committee or a fully independent nominating and corporate governance committee. We may in the future also rely on the other exemptions so long as we qualify as a controlled company. To the extent we rely on any of these exemptions, holders of PubCo Class A common stock will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Brandon Mintz and his affiliates (including BT Assets) own a substantial majority of the PubCo common stock and will have the right to appoint a majority of our board members, and his interests may conflict with those of other stockholders.

Holders of our voting stock will vote together as a single class on all matters presented to our stockholders for their vote or approval, except as otherwise required by applicable law or the PubCo Amended and Restated Charter. Immediately following the Closing, BT Assets, which is controlled by Brandon Mintz, will own 100% of the PubCo Class V common stock (representing, assuming no redemptions and no Incentive Issuances, 91.4% of our total voting power). As a result of BT Assets’ majority ownership, we will be a “controlled company” within the meaning of Nasdaq corporate governance standards and BT Assets will be able to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of us, changes to our organizational documents and significant corporate transactions, and certain decisions we make as the managing member of BT OpCo. In particular, as discussed elsewhere in this proxy statement, for so long as BT Assets continues to own a majority of our voting stock, Brandon Mintz, through BT Assets, will be able to substantially influence matters requiring stockholder or board approval, including the election of directors, approval of any potential acquisition of us, changes to our organizational documents and significant corporate transactions and certain decisions we make as the managing member of BT OpCo. This concentration of ownership makes it unlikely that any other holder or group of holders of PubCo common stock or preferred stock will be able to affect the way we and BT OpCo are managed or the direction of our business. Furthermore, the concentration of ownership could deprive you of an opportunity to receive a premium for your shares of PubCo Class A common stock as part of a sale of us and ultimately might adversely affect the trading price of the PubCo Class A common stock to the extent investors perceive a disadvantage in owning stock of a company with a controlling stockholder. The interests of BT Assets and Brandon Mintz, who will serve as our Chief Executive Officer and President after the Closing, with respect to matters potentially or actually involving or affecting us, such as future acquisitions, financings and other corporate opportunities and attempts to acquire us, may conflict with the interests of our other stockholders.

For example, the interests of BT Assets may conflict with the interests of our other stockholders in light of the Tax Receivable Agreement. In particular, BT Assets’ right to receive payments under the Tax Receivable Agreement could influence its decisions regarding whether and when to support the disposition of assets, the incurrence or refinancing of new or existing indebtedness, the timing or amount of distributions by BT OpCo or the termination of the Tax Receivable Agreement and acceleration of our obligations thereunder. In addition, the determination of future tax reporting positions, the structuring of future transactions and the handling of any

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challenge by any taxing authority to our tax reporting positions may take into consideration tax or other interests of BT Assets, including the effect of such positions on our obligations under the Tax Receivable Agreement and with respect to the amount of tax distributions, which may differ from our interests or the interests of our other stockholders. These decisions could adversely affect our liquidity or financial condition.

We will be required to make payments to BT Assets under the Tax Receivable Agreement for certain Tax Attributes, and no such payments will be made to any party other than BT Assets. The amounts of such payments could be significant.

At the Closing of the business combination, we will enter into a Tax Receivable Agreement with BT OpCo and BT Assets. Pursuant to the Tax Receivable Agreement, we will generally be required to pay BT Assets 85% of the amount of savings, if any, in U.S. federal, state, local, and foreign income taxes that we actually realize, or in certain circumstances are deemed to realize, as a result of certain Tax Attributes, including:

• existing tax basis in certain assets of BT OpCo, including assets that will eventually be subject to depreciation or amortization, once placed in service, attributable to BT OpCo Common Units acquired by us at the Closing and thereafter in accordance with the terms of the BT OpCo Amended and Restated Limited Liability Company Agreement;

• tax basis adjustments resulting from our acquisition of BT OpCo Common Units from BT Assets at the Closing and thereafter pursuant to the terms of the BT OpCo Amended and Restated Limited Liability Company Agreement (including any such adjustments resulting from certain payments made by us under the Tax Receivable Agreement);

• disproportionate tax-related allocations as a result of Section 704(c) of the Code; and

• tax deductions in respect of interest payments deemed to be made by us in connection with the Tax Receivable Agreement.

The payment obligations under the Tax Receivable Agreement are our obligations and not obligations of BT OpCo. For purposes of the Tax Receivable Agreement, we will generally be treated as realizing a tax benefit from the use of a Tax Attribute on a “with and without” basis, by comparing our actual tax liability to the amount we would have been required to pay had we not been able to utilize any of the Tax Attributes. The amounts payable, as well as the timing of any payments, under the Tax Receivable Agreement are dependent upon significant future events, including (but not limited to) the timing of the exchanges of BT OpCo Common Units and surrender of a corresponding number of shares of PubCo Class V common stock, the price of the PubCo Class A common stock at the time of each exchange, the extent to which such exchanges are taxable transactions, the depreciation and amortization periods that apply to any increase in tax basis resulting from such exchanges, the types of assets held by BT OpCo, the amount and timing of taxable income we generate in the future, the U.S. federal income tax rate then applicable and the portion of our payments under the Tax Receivable Agreement that constitute imputed interest or give rise to depreciable or amortizable tax basis.

Payments under the Tax Receivable Agreement generally will be based on the tax reporting positions that we determine (with the amount of subject payments determined in consultation with an advisory firm and subject to BT Assets’ review and consent). The IRS or another taxing authority may challenge all or any part of a position taken with respect to Tax Attributes or the utilization thereof, as well as other tax positions that we take, and a court may sustain such a challenge. In the event that any Tax Attributes initially claimed or utilized by us are disallowed, BT Assets will not be required to reimburse us for any excess payments that may previously have been made pursuant to the Tax Receivable Agreement, for example, due to adjustments resulting from examinations by taxing authorities. Rather, any excess payments made to BT Assets will be applied against and reduce any future cash payments otherwise required to be made by us to BT Assets under the Tax Receivable Agreement, after the determination of such excess. However, a challenge to any Tax Attributes initially claimed or utilized by us may not arise for a number of years following the initial time of such payment. Moreover, even if a challenge arises earlier, any such excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. As a

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result, there might not be future cash payments against which such excess can be applied and we could be required to make payments under the Tax Receivable Agreement in excess of our actual savings in respect of the Tax Attributes, which could materially impair our financial condition.

We expect that the payments that we will be required to make under the Tax Receivable Agreement could be substantial. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement. Moreover, the payments under the Tax Receivable Agreement will not be conditioned upon BT Assets having a continued ownership interest in us. See “Proposal No. 1 — The Business Combination Proposal —Related Agreements — Tax Receivable Agreement.”

In certain cases, payments under the Tax Receivable Agreement may be accelerated or significantly exceed the actual benefits we realize, if any, in respect of the Tax Attributes subject to the Tax Receivable Agreement.

The Tax Receivable Agreement will provide that, in the case of certain early termination events (including certain changes of control, material breaches, or at our option subject to the approval of a majority of our independent directors), we will be required to make a lump-sum cash payment to BT Assets equal to the present value of all forecasted future payments that would have otherwise been made under the Tax Receivable Agreement, which lump-sum payment would be based on certain assumptions, including that we will have sufficient future taxable income to fully utilize the Tax Attributes over certain specified time periods and that all BT OpCo Common Units that had not yet been exchanged for PubCo Class A common stock, PubCo Class M common stock or cash are deemed exchanged.

Accordingly, as a result of these assumptions, the required lump-sum payment may be significantly in advance of, and could materially exceed, the realized future tax benefits to which the payment relates. Consequently, our obligations under the Tax Receivable Agreement could have a material and adverse impact on PubCo’s liquidity and financial condition and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. For example, assuming no material changes in the relevant tax law, we expect that if we experienced a change of control or the Tax Receivable Agreement were otherwise terminated immediately after the Closing, the estimated lump-sum payment would be approximately $120.8 million under the no redemption scenario. This estimated lump-sum payment is calculated using a discount rate equal to the Secured Overnight Financing Rate plus 100 basis points, applied against an undiscounted liability of approximately $168.4 million (based on the 21% U.S. federal corporate income tax rate and an estimated state and local income tax rate). These amounts are estimates and have been prepared for informational purposes only. The actual amount of such lump-sum payment could vary significantly. There can be no assurance that we will be able to finance such lump-sum payment. In addition, to the extent that we are unable to make such lump-sum payment for any reason, the unpaid amounts will be deferred and will accrue interest until paid. See “Proposal No. 1 — The Business Combination Proposal — Related Agreements — Tax Receivable Agreement.”

In the event that our payment obligations under the Tax Receivable Agreement are accelerated upon certain changes of control, the consideration payable to holders of PubCo Class A common stock could be substantially reduced.

If we experience a change of control (as defined under the Tax Receivable Agreement), our obligation to make the lump-sum payment required under the Tax Receivable Agreement could result in holders of PubCo Class A common stock receiving substantially less consideration in connection with a change of control transaction than they would receive in the absence of such obligation. Further, BT Assets is not required to have a continued equity interest in us or BT OpCo in order to receive payments under the Tax Receivable Agreement and therefore may not have an equity interest in us at the time of any such change of control. Accordingly, the interests of BT Assets may conflict with those of the holders of PubCo Class A common stock.

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If BT OpCo were to become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, we and BT OpCo might be subject to potentially significant tax inefficiencies, and we would not be able to recover payments previously made by us under the Tax Receivable Agreement even if the corresponding Tax Attributes were subsequently determined to have been unavailable due to such status.

We and BT OpCo intend to operate such that BT OpCo does not become a publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. A “publicly traded partnership” is a partnership the interests of which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof. Under certain circumstances, exchanges of BT Units pursuant to the BT OpCo Amended and Restated Limited Liability Company Agreement or other transfers of BT OpCo Common Units could cause BT OpCo to be treated as a publicly traded partnership. Applicable U.S. Treasury regulations provide for certain safe harbors from treatment as a publicly traded partnership, and we intend to operate such that exchanges or other transfers of BT OpCo Common Units qualify for one or more such safe harbors.

If BT OpCo were to become a publicly traded partnership, significant tax inefficiencies might result for us and for BT OpCo, including as a result of our inability to file a consolidated U.S. federal income tax return with BT OpCo. In addition, we would no longer receive the benefit of certain increases in tax basis received as a result of our acquisition of OpCo Common Units from BT Assets, and we would not be able to recover any payments previously made by us under the Tax Receivable Agreement, even if the corresponding Tax Attributes were subsequently determined to have been unavailable due to BT OpCo’s status as a publicly traded partnership.

In certain circumstances, BT OpCo will be required to make tax distributions to the BT OpCo unitholders (including us) and the tax distributions that BT OpCo will be required to make may be substantial. To the extent we receive tax distributions in excess of our tax liabilities and obligations to make payments under the Tax Receivable Agreement and do not distribute such cash balances as dividends on PubCo Class A common stock, BT Assets could benefit from such accumulated cash balances if it exchanges its BT OpCo Common Units pursuant to the BT OpCo Amended and Restated Limited Liability Company Agreement.

After the Closing, BT OpCo will be treated as a partnership for U.S. federal income tax purposes and, as such, generally will not be subject to U.S. federal income tax. Instead, taxable income will generally be allocated to the BT OpCo unitholders (including us). The BT OpCo Amended and Restated Limited Liability Company Agreement will require tax distributions be made by BT OpCo to the BT OpCo unitholders (including us), on a pro rata basis, to the extent funds of BT OpCo are legally available for distribution and such distribution would not be prohibited under any credit facility or any other agreement to which BT OpCo or any of its subsidiaries is a party, in each case, as determined by PubCo (as the managing member) in its reasonable discretion. Tax distributions will be made on a quarterly basis to each unitholder based on such unitholder’s allocable share of the taxable income of BT OpCo and an assumed tax rate (and, in the case of PubCo, taking into account our obligations under the Tax Receivable Agreement). The assumed tax rate will be the highest combined federal, state, and local tax rate that may potentially apply to a corporate or individual taxpayer (whichever is higher), taking into account certain assumptions and without regard to the actual final tax liability of any unitholder. See “Proposal No. 1 — The Business Combination Proposal — Related Agreements — BT OpCo Amended and Restated Limited Liability Company Agreement.”

As a result of (i) potential differences in the amount of net taxable income allocable to us and to BT Assets, (ii) the lower maximum tax rate applicable to corporations than individuals and (iii) the use of an assumed tax rate in calculating BT OpCo’s tax distribution obligations, we may receive distributions significantly in excess of our actual tax liabilities and our obligations to make payments under the Tax Receivable Agreement. We will have no obligation to distribute such cash balances to our stockholders. If we do not distribute such cash balances as dividends on PubCo Class A common stock and instead, for example, hold such cash balances or lend them to BT OpCo, BT Assets would benefit from any value attributable to such accumulated cash balances as a result of its right to acquire shares of PubCo Class A common stock, PubCo Class M common stock or, at our election, an amount of cash equal to the fair market value thereof, in exchange for its BT OpCo Common Units.

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If we were deemed an “investment company” under the Investment Company Act, following the Closing, applicable restrictions could make it impractical for us to continue our business as contemplated and could have a material adverse effect on our business.

An issuer will generally be deemed to be an “investment company” for purposes of the Investment Company Act if:

• it is an “orthodox” investment company because it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or

• it is an inadvertent investment company because, absent an applicable exemption, it owns or proposes to acquire investment securities having a value exceeding 40% of the value of its total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.

We believe that we are engaged primarily in the business of operating BTMs that allow users to purchase Bitcoin with cash and not primarily in the business of investing, reinvesting or trading in securities. We do not propose to engage primarily in the business of investing, reinvesting or trading in securities. Accordingly, we do not believe that BT Assets is, or that BT OpCo or PubCo will be, an “orthodox” investment company as described in the first bullet point above. Furthermore, PubCo will treat BT OpCo as a majority-owned subsidiary for purposes of the Investment Company Act. Therefore, we believe that less than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis following the Closing will comprise assets that could be considered investment securities. Accordingly, we do not believe that PubCo or BT OpCo will be an inadvertent investment company by virtue of the 40% inadvertent investment company test as described in the second bullet point above. In addition, we believe we will not be an investment company under section 3(b)(1) of the Investment Company Act because we will be primarily engaged in a non-investment company business.

The Investment Company Act and the rules thereunder contain detailed parameters for the organization and operations of investment companies. Among other things, the Investment Company Act and the rules thereunder limit or prohibit transactions with affiliates, impose limitations on the issuance of debt and equity securities, prohibit the issuance of stock options, and impose certain governance requirements. Following the Closing, we intend to continue to conduct our operations so that we will not be deemed to be an investment company under the Investment Company Act. However, if anything were to happen that would cause us to be deemed to be an investment company under the Investment Company Act, requirements imposed by the Investment Company Act, including limitations on our capital structure, ability to transact business with affiliates (including BT OpCo) and ability to compensate key employees, could make it impractical for us to continue our business as currently conducted, impair the agreements and arrangements between and among BT OpCo, us or our senior management team, or any combination thereof and materially and adversely affect our business, financial condition and results of operations.

Following the business combination, our ability to pay dividends to our stockholders will be subject to the discretion of our board of directors and may be limited by our holding company structure and applicable provisions of Delaware law.

As a holding company, we will be dependent upon the ability of BT OpCo to generate earnings and cash flows and distribute them to us so that we may pay our obligations and expenses (including our taxes and payments under the Tax Receivable Agreement) and pay to our stockholders any dividends that our board of directors may declare, in its sole discretion, in the future. See “— We are not obligated to, and do not intend to pay dividends on any class of our common stock for the foreseeable future. Following the business combination, our ability to pay dividends to our stockholders will be subject to the discretion of our board of directors and may be limited by our holding company structure, our financing arrangements and applicable provisions of Delaware law.” We expect to cause BT OpCo to make distributions to its members, including us. However, the ability of BT OpCo to make such distributions will be subject to its operating results, cash requirements and financial condition, restrictive covenants in our debt instruments and applicable Delaware law (which may limit the amount of funds available for distribution to its members). Our ability to declare and pay dividends to our

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stockholders is likewise subject to Delaware law (which may limit the amount of funds available for dividends). If, as a consequence of these various limitations and restrictions, we are unable to generate sufficient distributions from our business, we may not be able to make, or may be required to reduce or eliminate, the payment of future dividends, if any, on PubCo Class A common stock or PubCo Class M common stock.

Risks Related to Our Indebtedness

We anticipate that, upon completion of the business combination, we will continue to be party to debt agreements (and we may in the future become party to new debt agreements) that could restrict our operations and impair our financial condition. The agreements governing our indebtedness will impose restrictions on us that limit the discretion of management in operating our business and that, in turn, could impair our ability to meet our obligations under our debt.

The agreements governing our Term Loan include restrictive covenants that, among other things, restrict our ability to:

• incur additional debt;

• pay dividends and make distributions;

• make certain investments;

• repurchase equity interests and prepay certain indebtedness;

• create liens;

• enter into transactions with affiliates;

• modify the nature of our business;

• transfer and sell assets, including material intellectual property;

• enter into agreements prohibiting our ability to grant liens in favor of our senior secured creditors;

• amend or modify the terms of any junior financing arrangements;

• amend our organizational documents; and

• merge, dissolve, liquidate or consolidate.

In addition, our Term Loan includes other restrictions. Our failure to comply with the terms and covenants of our indebtedness could lead to a default under the terms of the governing documents, which would entitle the lenders to accelerate the indebtedness and declare all amounts owed due and payable.

As of September 30, 2022, our total indebtedness, excluding unamortized debt discounts and debt issuance costs of $2.0 million, was $39.4 million. Following the completion of the business combination, we expect to amend and restate our existing Term Loan, with such balances remaining outstanding. Such amendment and restatement could be on terms less favorable than those under the current Term Loan, including higher interest rates, shorter terms, and/or more onerous restrictive covenants. We may also incur significant additional indebtedness in the future.

Our substantial indebtedness could have adverse consequences, including:

• making it more difficult for us to satisfy our obligations;

• increasing our vulnerability to adverse economic, regulatory and industry conditions;

• limiting our ability to obtain additional financing for future working capital, capital expenditures, acquisitions and other purposes;

• requiring us to dedicate a substantial portion of our cash flow from operations to fund payments on our debt, thereby reducing funds available for operations and other purposes;

• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

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• making us more vulnerable to increases in interest rates; and

• placing us at a competitive disadvantage compared to our competitors that have less debt.

We may be unable to generate sufficient cash to service all of our indebtedness and financial commitments.

Our ability to make scheduled payments on or to refinance our indebtedness and financial commitments depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions including financial, business and other factors beyond our control. We may be unable to generate sufficient cash flow to permit us to pay the principal, premium, if any, and interest on our indebtedness.

If our cash flows and capital resources are insufficient to fund debt and other obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure our indebtedness. Our ability to restructure or refinance indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to service our debt would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. If we face substantial liquidity problems, we might be required to sell assets to meet debt and other obligations. Our debt restricts our ability to dispose of assets and dictates our use of the proceeds from such disposition.

We may not be able to consummate dispositions, and the proceeds of any such disposition may be inadequate to meet obligations. We may be unable to access adequate funding as a result of a decrease in lender commitments due to an unwillingness or inability on the part of lending counterparties to meet their funding obligations and the inability of other lenders to provide additional funding to cover a defaulting lender’s portion. As a result, we may be unable to execute our business plan, make acquisitions or otherwise conduct operations, which would have a material adverse effect on our financial condition and results of operations.

Increases in interest rates could adversely affect our business.

We require continued access to capital. Our business and operating results can be harmed by factors such as the availability, terms of and cost of capital, increases in interest rates or a reduction in credit rating. These changes could cause our cost of doing business to increase, limit our ability to pursue acquisition opportunities, reduce cash flow, and place us at a competitive disadvantage. Recent and continuing disruptions and volatility in the global capital markets may lead to a contraction in credit availability impacting our ability to finance our operations. A significant reduction in cash flows from operations or the availability of credit could materially and adversely affect our financial condition and results of operations.

Risks Related to Our Class A Common Stock

The market price of PubCo Class A common stock may be volatile, and could decline significantly and rapidly. Market volatility may affect the value of an investment in PubCo Class A common stock and could subject us to litigation.

The market price of PubCo Class A common stock could be subject to wide fluctuations in response to the risk factors described in this proxy statement and others beyond our control, including:

• the number of shares of PubCo Class A common stock publicly owned and available for trading;

• overall performance of the equity markets or publicly-listed financial services, cryptocurrency and technology companies;

• our actual or anticipated operating performance and the operating performance of our competitors;

• changes in the projected operational and financial results we provide to the public or our failure to meet those projections;

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• failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet the estimates or the expectations of investors;

• any major change in our board of directors, management or key personnel;

• issuance of shares of PubCo Class A common stock;

• the highly volatile nature of the digital financial system and the prices of cryptocurrencies;

• rumors and market speculation involving the digital financial system or us or other companies in our industry;

• announcements by us or our competitors of significant innovations, new products, services, features, integrations or capabilities, acquisitions, strategic investments, partnerships, joint ventures or capital commitments; and

• other events or factors, including those resulting from COVID-19, political instability and acts of war, or terrorism, or responses to these events, including the current conflict in Ukraine.

Furthermore, the stock market has recently experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies and financial services, cryptocurrency and technology companies in particular. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general macroeconomic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of PubCo Class A common stock. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could harm our business.

The class structure of our common stock will have the effect of concentrating voting control within Brandon Mintz and his affiliates (including BT Assets); this will limit or preclude your ability to influence corporate matters.

PubCo Class M common stock and PubCo Class V common stock each has ten votes per share, and PubCo Class A common stock and PubCo Class O common stock each has one vote per share. Because of the ten-to-one voting ratio between PubCo Class M common stock and PubCo Class V common stock, on the one hand, and all other classes of our voting stock, on the other hand, immediately after the Closing, the holder(s) of PubCo Class V common stock will collectively hold more than a majority of the combined voting power of our common stock, and therefore such holders will be able to control all matters submitted to our stockholders for approval. In the event Brandon Mintz and his affiliates (including, without limitation, BT Assets) cease to beneficially own in the aggregate (directly or indirectly) a number of shares of PubCo Class M common stock and PubCo Class V common stock that, in the aggregate, is at least 20% of the voting power represented by the shares of PubCo Class V common stock held by them, in the aggregate, as of immediately after the Closing, (i) each of the then-outstanding shares of PubCo Class M common stock will automatically be converted, on a one-for-one basis, into one fully paid and non-assessable share of PubCo Class A common stock and (ii) each of the then-outstanding shares of PubCo Class V common stock will automatically be converted, on a one-for-one basis, into one fully paid and non-assessable share of PubCo Class O common stock, in each case without any further action required on the part of BT PubCo or any other person.

Any purported transfer or assignment of shares of PubCo Class O common stock or PubCo Class V common stock which is not permitted by or otherwise provided for under the PubCo Amended and Restated Charter will be null and void and not recognized or given effect. Transfers by holders of PubCo Class M common stock will generally result in those shares converting to PubCo Class A common stock, subject to limited exceptions. Such conversions of PubCo Class M common stock to PubCo Class A common stock upon

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transfer will have the effect, over time, of increasing the relative voting power of those other holders of PubCo Class M common stock (if any) who retain their shares in the long-term. However, because of the nature of the relative voting power of our classes of common stock, the holders of PubCo Class V common stock and PubCo Class M common stock, notwithstanding conversions of shares thereof conversions, may continue to control a majority of the combined voting power of our outstanding capital stock.

We are not obligated to, and do not intend to pay dividends on any class of PubCo common stock for the foreseeable future. Following the business combination, our ability to pay dividends to our stockholders will be subject to the discretion of our board of directors and may be limited by our holding company structure, our financing arrangements and applicable provisions of Delaware law.

We have never declared or paid any cash dividends on any class of PubCo common stock, are not obligated to pay, and do not intend to pay any cash dividends in the foreseeable future. We anticipate that for the foreseeable future we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Our payment of any dividends will be subject to contractual and legal restrictions and other factors that our board of directors deems relevant.

The PubCo Amended and Restated Charter contains an exclusive forum provision for certain claims, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

The PubCo Amended and Restated Charter provides that, to the fullest extent permitted by law, and unless we provide consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee or stockholder to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the PubCo Amended and Restated Charter or the PubCo Amended and Restated Bylaws or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action asserting a claim governed by the internal affairs doctrine, provided that this provision, including for any “derivative action,” will not apply to suits to enforce a duty or liability created by the Securities Act, the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Moreover, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder and the PubCo Amended and Restated Charter provides that the federal district courts of the United States of America are, to the fullest extent permitted by law, the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless we consent in writing to the selection of an alternative forum. Our decision to adopt an exclusive forum provision followed a decision by the Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or state courts will follow the holding of the Delaware Supreme Court or determine that the exclusive forum provision should be enforced in a particular case, application of the exclusive forum provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must be brought in federal court and cannot be brought in state court. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. The exclusive forum provision applies to suits brought to enforce any duty or liability created by the Exchange Act to the fullest extent permitted by law. Accordingly, actions by our stockholders to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder must be brought in federal court. Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.

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Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities will be deemed to have notice of and consented to our exclusive forum provisions. These provisions may limit our stockholders’ ability to bring a claim in a judicial forum they find favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in the PubCo Amended and Restated Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Anti-takeover provisions contained in the PubCo Amended and Restated Charter, the PubCo Amended and Restated Bylaws and provisions of Delaware law could impair a takeover attempt.

The PubCo Amended and Restated Charter, PubCo Amended and Restated Bylaws and Delaware law contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors and therefore depress the trading price of PubCo Class A common stock. Among other things, the class structure of PubCo common stock provides holders of PubCo Class M common stock and PubCo Class V common stock with the ability to significantly influence the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of PubCo common stock. Further, the PubCo Amended and Restated Charter and PubCo Amended and Restated Bylaws include provisions (i) providing our directors with the exclusive ability (subject to the rights of holders of any series of preferred stock) to fill a vacancy on the board of directors; (ii) authorizing our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used, among other things, to institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; (iii) after BT PubCo no longer qualifies as a “controlled company” under applicable Nasdaq listing rules, limiting stockholders’ ability (a) to call special meetings of stockholders, (b) to require special meetings of stockholders to be called and (c) to take action by written consent; (iv) requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors; and (v) not permitting cumulative voting rights. These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

As a Delaware corporation, we would normally be subject to certain provisions of Delaware law, including Section 203 of the DGCL, which prevents certain stockholders holding more than 15% of our outstanding capital stock from engaging in certain business combinations without the approval of our board of directors or the holders of at least two-thirds of our outstanding voting stock not held by such stockholder. We expressly elect not to be subject to Section 203 in the PubCo Amended and Restated Charter.

Any provision of the PubCo Amended and Restated Charter, PubCo Amended and Restated Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for our PubCo Class A common stock.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This, as well as other future sales of PubCo Class A common stock in the public market, or the perception that any such sales may occur, could cause the market price of PubCo Class A common stock to drop significantly, even if BT PubCo’s business is doing well, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. Subject to certain limitations and exceptions, BT Unitholders may exchange their BT Units, together with shares of PubCo Class V common stock or PubCo Class O common stock, for shares of

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PubCo Class M common stock or PubCo Class A common stock, respectively (on a one-for-one basis, subject to conversion rate adjustments for stock splits, stock dividends and reclassification and other similar transactions) and then transfer those shares of PubCo Class M common stock (which, in that, case automatically convert into shares of PubCo Class A common stock) or sell those shares of PubCo Class A common stock. This could cause the market price of PubCo Class A common stock to drop significantly, even if BT PubCo’s business is doing well. Sales of a substantial number of shares of PubCo Class A common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of PubCo Class A common stock. We may file one or more registration statements prior to or shortly after the closing of the business combination to provide for the resale from time to time of restricted shares issued as consideration in the business combination. As restrictions on resale end and the registration statements are available for use, the market price of PubCo Class A common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

The public stockholders will experience dilution as a consequence of, among other transactions, the issuance of certain of our securities as consideration in the business combination as well as future issuances pursuant to the Incentive Equity Plan. Having a minority share position may reduce the influence that GSRM’s current stockholders have on the management of BT PubCo.

The issuance of a significant number of shares of PubCo Class A common stock and other securities of PubCo in the business combination will dilute the equity interest of existing GSRM stockholders in BT PubCo and may adversely affect prevailing market prices for GSRM’s public shares and/or public warrants.

It is anticipated that, upon completion of the business combination and assuming no redemptions of shares of PubCo Class A common stock and no Incentive Issuances in connection with the business combination, BT PubCo’s ownership will be as follows: (1) PubCo’s public stockholders will own approximately 39.4% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class A common stock) (representing 7.0% of the voting power of PubCo); (2) the Sponsor will own approximately 9.2% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class A common stock) (representing 1.3% of the voting power of PubCo); and (3) BT Assets will own approximately 51.4% of PubCo’s outstanding common stock (which will be in the form of shares of PubCo Class V common stock, which will be non-economic and represents approximately 91.7% of the voting power in PubCo as the PubCo Class V common stock will carry ten votes per share). As a result of the voting power controlled by BT Assets, following the business combination, BT PubCo will qualify as a “controlled company” within the meaning of applicable Nasdaq listing rules. BT Assets is controlled by Brandon Mintz, and consequently Brandon Mintz will, for so long as he controls BT Assets, control the vote of all matters submitted to a vote of BT PubCo’s stockholders through BT Assets’ ownership of approximately 51.4% of the voting power of BT PubCo’s outstanding common stock following the business combination. In addition to his voting power, Brandon Mintz, through BT Assets, is entitled to nominate five directors to the BT PubCo board of directors pursuant to the Transaction Agreement at Closing. In turn, BT PubCo will hold approximately 48.6% of the BT Units and BT Assets will hold approximately 51.4% of the BT Units, which interests will be controlled Brandon Mintz for so long as he controls BT Assets. The ownership percentage with respect to BT PubCo (a) does not take into account (1) GSRM public warrants to purchase PubCo Class A common stock that will remain outstanding immediately following the business combination or other securities issued in connection with the business combination or (2) the issuance of any shares upon completion of the business combination under the Incentive Equity Plan, but (b) does include founder shares, which (subject to forfeiture as described elsewhere in this proxy statement) will automatically convert into shares of PubCo Class A common stock and PubCo Class E common stock on a one-for-one basis upon the consummation of the business combination (such shares will be subject to transfer restrictions). If the actual facts are different from these assumptions, the above levels of ownership interest will be different.

Future issuances of shares of PubCo Class A common stock or PubCo Class O common stock, including pursuant to the Incentive Equity Plan, may significantly dilute the equity interests of existing holders of GSRM’s securities and may adversely affect prevailing market prices for BT PubCo’s securities.

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The value of the shares of PubCo common stock may be substantially less than the estimated per-share redemption price of approximately $10.21 as of September 30, 2022.

In connection with the business combination, GSRM will incur substantial transaction costs. In addition, non-redeeming GSRM stockholders will incur significant dilution as a result of the potential exercise of the PubCo public warrants, PubCo private warrants and BT OpCo Earnout Units. As a result, the value of the shares of PubCo common stock in and after the business combination may be substantially less than the estimated per-share redemption price of approximately $10.21 as of September 30, 2022. For a calculation of potential values, see the section entitled “Proposal No. 1 – The Business Combination Proposal — Trust Value Per Share.”

We may issue preferred stock whose terms could adversely affect the voting power or value of the PubCo Class A common stock.

The PubCo Amended and Restated Charter will authorize us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of the PubCo Class A common stock.

BT OpCo has identified material weaknesses in its internal control over financial reporting. If it is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence and materially and adversely affect its business and operating results, and it may face litigation as a result.

In connection with the preparation of BT OpCo’s consolidated financial statements for the years ended December 31, 2021 and 2020, management of BT OpCo identified material weaknesses in its internal control over financial reporting. The material weaknesses had not been remediated as of December 31, 2021. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis. The material weaknesses identified related to (i) the fact that BT OpCo did not have formalized system of internal control over financial reporting in place to ensure that risks are properly assessed, controls are properly designed and implemented and internal controls are properly monitored and functioning, (ii) BT OpCo’s reliance on IT systems and the use of service organizations to initiate, process, and record transactions, for which it did not evaluate or test the respective control objectives and data provided by the service organizations, and did not maintain a sufficient complement of formal general IT controls over access, segregation of duties, security, and change management, (iii) BT OpCo’s lack of technical accounting resources to analyze and apply technical accounting considerations, (iv) BT OpCo having insufficient controls in place to prevent potential unauthorized activity related to cryptocurrencies, (v) an ineffective review to determine the nature and classification of, and cutoff dates for, certain expenses. Management of BT OpCo has concluded that these material weaknesses arose because, as a private company, BT OpCo did not have the necessary business processes, personnel and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.

Effective internal controls are necessary to provide reliable financial reports and prevent fraud, and material weaknesses could limit the ability to prevent or detect a misstatement of accounts or disclosures that could result in a material misstatement of annual or interim financial statements. To address the material weaknesses, BT OpCo will need to add personnel as well as implement additional financial reporting processes. Management of BT OpCo intends to continue to take steps to remediate the material weaknesses described above through hiring additional qualified accounting and financial reporting personnel, further enhancing their accounting processes,

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and by monitoring the respective controls. Management will not be able to fully remediate these material weaknesses until these steps have been completed and the controls have been operating effectively for a sufficient period of time. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects or that the actions that management may take in the future will be sufficient to remediate the control deficiencies that led to the material weaknesses in BT OpCo’s internal control over financial reporting or that they will prevent or detect potential future material weaknesses. BT OpCo’s current controls and any new controls that management develops may become inadequate because of changes in conditions in the business and weaknesses in disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm the operating results or cause BT OpCo to fail to meet the reporting obligations and may result in a restatement of BT OpCo’s financial statements for prior periods.

BT OpCo’s independent registered public accounting firm is not required to formally attest to the effectiveness of the internal control over financial reporting until after BT OpCo is no longer an “emerging growth company” as defined in the JOBS Act. At such time, BT OpCo’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which the internal control over financial reporting is documented, designed or operating. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of the internal control over financial reporting that will eventually be required to be included in BT PubCo’s periodic reports that are filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in BT PubCo’s reported financial and other information, which would likely have a negative effect on the trading price of the PubCo Class A common stock. In addition, if the combined company is unable to meet the requirements, it may not be able to continue to be listed on Nasdaq, which could have an adverse effect on the liquidity of your investment.

Risks Related to GSRM and the Business Combination

Sponsor, GSRM’s directors and officers and the BT Entities’ managing member, directors and managers, as applicable, and officers may each have interests in the business combination different from the interests of public GSRM stockholders.

Executive officers of GSRM and the BT Entities negotiated the terms of the Transaction Agreement, and the boards of directors of GSRM and the managing member, board of directors or board of managers, as applicable, of the BT Entities determined that entering into the Transaction Agreement was in the best interests of GSRM and the BT Entities, respectively, and their respective equityholders, declared the Transaction Agreement advisable and recommended that GSRM stockholders approve the Proposals in order to effect the business combination. In considering these facts and the other information contained in this proxy statement, you should be aware that GSRM’s executive officers and directors and the BT Entities’ executive officers and managing member, directors and managers, as applicable, may have financial interests in the business combination that may be different from, or in addition to, the interests of public GSRM stockholders. The board of directors of GSRM and the managing member, board of directors or board of managers, as applicable, of the BT Entities were aware of and considered these interests, among other matters, in reaching the determination to approve the terms of the business combination and, with respect to the board of directors of GSRM, in recommending to GSRM’s stockholders that they vote to approve the business combination.

In addition, when considering the board of directors of GSRM’s recommendation that GSRM stockholders vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement, GSRM’s stockholders should be aware that Sponsor has interests in the business combination that may be different from, in addition to, or conflict with the interests of GSRM’s stockholders in general.

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The personal and financial interests of Sponsor, GSRM’s directors and officers, and the BT Entities’ manager, directors and managers, as applicable, and officers may have influenced their motivation in selecting the BT Entities as a business combination target, completing a business combination with the BT Entities, and operating the business of BT OpCo thereafter. In considering the recommendation of the board of directors of GSRM in favor of the business combination, GSRM stockholders should consider these interests, including that Sponsor will benefit from the completion of a business combination and may have an incentive to complete an acquisition of a less favorable target company or on terms less favorable to GSRM stockholders rather than liquidate GSRM. Sponsor does not hold any ownership interests in the BT Entities.

An additional potential conflict of interest between the GSRM’s stockholders and its directors and officers is that GSRM’s Existing Charter waives the corporate opportunities doctrine, which would allow the directors and officers of GSRM to pursue opportunities that may have been suitable for GSRM. While the corporate opportunities doctrine has been waived in GSRM’s Existing Charter, neither the principals of Sponsor nor any GSRM directors or officers has taken an opportunity that could have been pursued by GSRM since the formation of GSRM and the waiver did not have an impact on GSRM’s search for a potential business combination target. For a further discussion of the interests of Sponsor, GSRM’s directors and officers, and BT OpCo’s directors and officers in the business combination, see “Certain Relationships and Related Person Transactions.”

The opinion received by the GSRM board of directors from Ladenburg prior to execution of the Transaction Agreement does not reflect changes in circumstances subsequent to the date of the fairness opinion.

Ladenburg delivered to the GSRM board of directors its opinion, dated as of August 24, 2022, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations set forth in the opinion, the consideration to be paid by GSRM in the business combination is fair, from a financial point of view, to GSRM and GSRM stockholders other than the Sponsor and directors of GSRM who hold shares of GSRM. The opinion speaks only as of the date of such opinion. The opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of BT OpCo, changes in general market and economic conditions or regulatory or other factors. Any such changes may materially alter or affect the relative values of BT OpCo.

Sponsor has agreed to vote in favor of the business combination, regardless of how public GSRM stockholders vote.

Sponsor has agreed to, among other things, vote its shares of PubCo Class B common stock in favor of the Transaction Agreement and the Proposals set forth in this proxy statement, in each case, subject to the terms and conditions contemplated by the Sponsor Agreement. Accordingly, Sponsor will not follow the practice of certain other blank check companies where the initial stockholders agree to vote their shares in accordance with the majority of the shares of PubCo common stock that are voted at the special meeting in connection with an initial business combination. As of the date of this proxy statement, Sponsor holds 7,906,250 of PubCo Class B common stock, representing 20.0% of outstanding PubCo Class A common stock and PubCo Class B common stock on an as-converted basis.

The Transaction Agreement contains provisions that prohibit GSRM from seeking an alternative business combination.

The Transaction Agreement contains provisions that prohibit GSRM and Sponsor from seeking alternative business combinations during the pendency of the business combination. These provisions include a general prohibition on GSRM from soliciting or entering into discussions with any third party regarding any acquisition proposal or offers for competing transactions. This restriction may prevent GSRM from pursuing an alternative transaction that would potentially offer greater value to GSRM’s stockholders than the business combination.

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The consummation of the business combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Transaction Agreement may be terminated in accordance with its terms and the business combination may not be completed.

The Transaction Agreement is subject to a number of conditions which must be fulfilled in order to complete the business combination. Those conditions include: obtaining the PubCo Stockholder Approval; specified regulatory approvals shall have been obtained or the applicable waiting period shall have expired or been terminated, and any agreement with the Federal Trade Commission, Department of Justice or other applicable Governmental Authority not to consummate the business combination under any anti-trust laws shall have expired or been terminated; no Governmental Authority of competent jurisdiction shall have issued or entered any order, injunction, judgment, law or similar determination, and no law shall have been enacted or promulgated, that is in effect and prohibits or otherwise prevents the business combination; the Pre-Closing Restructuring shall have been consummated prior to the Closing in all material respects; the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement) shall be no less than the PubCo Minimum Cash immediately prior to the Closing; as of immediately prior to Closing, (i) for states in which BT OpCo holds a money transmitter license and in which regulatory consent to a change of ownership/control is required as a result of the transactions contemplated by the Transaction Agreement, BT OpCo will have (x) notified the relevant regulator, and GSRM and its directors, executive officers and affiliates will have reasonably cooperated with the submission of information required with such notice and other required submissions, of any change of ownership/control at least 30 days in advance of Closing and (y) regulators of states representing no more than 20% of the BT Entities’ total revenue will have expressly denied to consent to any such change of ownership/control resulting from the transactions contemplated by the Transaction Agreement other than as a result of the failure of GSRM and its directors, executive officers and affiliates to reasonably cooperate with the submission of information required with such notice and other required submissions, which denial is not curable within 45 days of receipt of such denial, and (ii) for all other states in which BT OpCo conducts business, the BT Entities shall have not failed to file applications for money transmitter licenses (or similar licenses) if such states representing more than 20% of the BT Entities’ total revenue (on an annualized basis based on the average monthly revenue for the three months prior to the date of the Transaction Agreement) notify the BT Entities in writing prior to seven days in advance of Closing that a money transmitter license (or similar license) is required; the PubCo Class A common stock shall have been approved for listing on Nasdaq, as of immediately prior to Closing; GSRM shall have net tangible assets of at least $5,000,001; and the performance by both parties of their covenants and agreements.

In the event that the revenue conditions noted above in provisos (i)(y) and (ii) of the preceding paragraph are met and the business combination is consummated, but a significant number of regulators deny to consent to a change of ownership/control as a result of the transactions contemplated by the Transaction Agreement, BT OpCo’s revenues will be negatively impacted and the per share value of shares held by PubCo stockholders may be significantly less than the estimated per share redemption price of $10.21 as of September 30, 2022. In addition, if the events described above were to occur, GSRM will communicate this by filing a Current Report on Form 8-K.

The parties to the Transaction Agreement may amend the terms of the Transaction Agreement or waive one or more of the conditions to the business combination, and the exercise of discretion by GSRM’s directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Transaction Agreement may result in a conflict of interest when determining whether such changes or waivers are in the best interests of GSRM’s stockholders.

In the period leading up to the Closing, other events may occur that, pursuant to the Transaction Agreement, may cause GSRM to agree to amend the Transaction Agreement, to consent to actions or to waive closing conditions or other rights that GSRM is entitled to under the Transaction Agreement. Such events could arise because of changes in the course of BT OpCo’s business, a request by the BT Entities to undertake actions that would otherwise be prohibited by the terms of the Transaction Agreement or the occurrence of other events that

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would have a material adverse effect on BT OpCo’s business. In any of such circumstances, it would be in GSRM’s discretion, acting through the GSRM board of directors, to grant GSRM’s consent or waive GSRM’s rights. The existence of the financial and personal interests of the directors and officers described elsewhere in this proxy statement may result in a conflict of interest on the part of one or more of the directors or officers between what he may believe is best for GSRM’s stockholders and what he may believe is best for himself or his affiliates in determining whether or not to take the requested action.

As of the date of this proxy statement, GSRM does not believe there will be any material changes or waivers that its directors and officers would be likely to make after stockholder approval of the business combination has been obtained. While changes could be made without further stockholder approval, if there is a change to the terms of the business combination that would have a material impact on the stockholders, GSRM will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of GSRM’s stockholders with respect to the Business Combination Proposal.

GSRM does not have a specified maximum redemption threshold. Redemptions by public GSRM stockholders may make it more difficult for GSRM to complete the business combination as contemplated, or make it more difficult for PubCo to operate successfully following completion.

The Transaction Agreement provides that the BT Entities’ obligation to consummate the business combination is conditioned on, among other things, that as of the Closing, the satisfaction of the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement) such that (i) if an Equity Line is not obtained at or prior to Closing, the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement) at the Closing is equal to at least $45,000,000, and (ii) if an Equity Line is obtained at or prior to Closing, the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement) at the Closing is equal to at least $30,000,000.

This condition is for the sole benefit of the BT Entities. If such condition is not met, and such condition is not or cannot be waived under the terms of the Transaction Agreement, then the Transaction Agreement could terminate and the proposed business combination may not be consummated. In addition, the closing conditions in the Transaction Agreement require that GSRM shall not have redeemed public shares in an amount that would cause GSRM to have net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001. For more information about the conditions to the Closing of business combination, see the section entitled “Proposal No. 1 — The Business Combination Proposal — The Transaction Agreement — Conditions to the Closing of the Business Combination.

There can be no assurance that the BT Entities could and would waive the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement). Furthermore, as provided in GSRM’s Existing Organizational Documents, in no event will GSRM redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. If such conditions are not met, and such conditions are not or cannot be waived under the terms of the Transaction Agreement, then the Transaction Agreement could terminate and the proposed business combination may not be consummated.

On the other hand, if the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement) is waived and the business combination is consummated with less than the PubCo Minimum Cash, the cash held by PubCo after the Closing may not be sufficient to allow PubCo to operate as contemplated and meet its financial obligations as they become due. The exercise of redemption rights with respect to a large number of GSRM’s public shares may make GSRM unable to take such actions as may be desirable in order to optimize the capital structure of PubCo after consummation of the business combination and GSRM may not be able to raise additional debt or equity financing from unaffiliated parties necessary to fund its expenses and liabilities after the Closing.

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Sponsor may elect to purchase shares or warrants from public GSRM stockholders prior to the consummation of the business combination, which may influence the vote on the business combination and reduce the public “float” of GSRM’s securities.

At any time at or prior to the business combination, during a period when they are not then aware of any material nonpublic information regarding GSRM or BT OpCo, Sponsor, BT Entities or their respective directors, managers, officers, advisors or affiliates may purchase public shares or warrants, at a price no higher than the redemption price, from institutional and other investors who vote, or indicate an intention to vote, against the business combination, or execute agreements to purchase such shares or warrants from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire public shares or warrants or vote their public shares in favor of the business combination. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of GSRM’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Sponsor, the BT Entities or their directors, managers, officers, advisors or respective affiliates purchase shares in privately negotiated transactions from public GSRM stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of: (i) satisfaction of the requirement that holders of a majority of the public shares, represented in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the business combination; (ii) satisfaction of the Minimum Condition PubCo Available Cash (as defined in the Transaction Agreement); (iii) otherwise limiting the number of public shares to be redeemed; and (iv) GSRM’s net tangible assets (as determined in accordance with Rule 3a51-(g)(1) of the Exchange Act) being at least $5,000,001. The purpose of such purchases of public warrants would be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval.

Entering into any such arrangements may have a depressive effect on the market value of the PubCo Class A common stock and PubCo Class B common stock (e.g., by giving an investor or holder the ability to effectively purchase shares or warrants at a price lower than market, such investor or holder may therefore become more likely to sell the shares such person owns, either at or prior to the business combination). If such transactions are effected, the consequence could be to cause the business combination to be consummated in circumstances where such consummation could not otherwise occur. Purchases of shares or warrants by the persons described above would allow them to exert more influence over the approval of the proposals set forth in this proxy statement and would likely increase the chances that such proposals would be approved. In addition, if such purchases are made, the public “float” of GSRM’s securities and the number of beneficial holders of its securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of its securities on a national securities exchange.

GSRM is not registering the PubCo Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.

GSRM is not registering the PubCo Class A common stock issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the Warrant Agreement, GSRM will use its reasonable best efforts to file, and within 60 business days following the business combination to have declared effective, a registration statement under the Securities Act covering such shares and maintain a current prospectus relating to the PubCo Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the Warrant Agreement. GSRM cannot assure you that it will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the PubCo Class A commons stock issuable upon exercise of the warrants are not registered under the Securities Act, GSRM will be required to permit holders to exercise their warrants

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on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and GSRM will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if the PubCo Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, GSRM may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event GSRM so elects, it will not be required to file or maintain in effect a registration statement, but GSRM will be required to use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will GSRM be required to net cash settle any warrant or issue securities or other compensation in exchange for the warrants in the event that GSRM is unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the PubCo Class A common stock upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of PubCo Class A common stock and fraction of right included in the units. There may be a circumstance where an exemption from registration exists for holders of the private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of the units sold in the IPO. In such an instance, Sponsor and its permitted transferees (which may include GSRM’s directors and executive officers) would be able to exercise their warrants and sell the shares of PubCo Class A common stock underlying their warrants while holders of GSRM’s public warrants would not be able to exercise their warrants and sell the underlying shares of PubCo Class A common stock. If and when the warrants become redeemable by GSRM, it may exercise its redemption right even if GSRM is unable to register or qualify the underlying shares of PubCo Class A common stock for sale under all applicable state securities laws. As a result, GSRM may redeem the PubCo public warrants as set forth above even if the holders are otherwise unable to exercise their PubCo public warrants.

If third parties bring claims against GSRM, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.15 per share.

GSRM’s placing of funds in the Trust Account may not protect those funds from third-party claims against GSRM. Although GSRM seeks to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities with which GSRM does business execute agreements with GSRM waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the public stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against GSRM’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, GSRM’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to GSRM than any alternative.

Examples of possible instances where GSRM may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive an