Statistik Asas
CIK | 1901799 |
SEC Filings
SEC Filings (Chronological Order)
September 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 28, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 2, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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September 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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August 26, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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August 12, 2025 |
Bitcoin Depot Reports Second Quarter 2025 Financial Results Q2 Revenue up 6% Year-Over-Year to $172. |
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August 1, 2025 |
424B7 Filed Pursuant to Rule 424(b)(7) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 3, 2024) BITCOIN DEPOT INC. This prospectus supplement updates the prospectus filed July 17, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-273287), as amended by Post-Effective Amendment No. 2 on Form S-3 filed with the Commission |
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July 1, 2025 |
$100,000,000 Class A Common Stock Preferred Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-288208 PROSPECTUS $100,000,000 Class A Common Stock Preferred Stock Warrants Units The following are types of securities that we may offer, issue and sell from time to time, together or separately: • shares of our Class A common stock; • shares of our preferred stock; • warrants; and • units consisting of any combination of ou |
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July 1, 2025 |
Up to $50,000,000 Class A Common Stock 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-288208 PROSPECTUS Up to $50,000,000 Class A Common Stock We have entered into an At Market Issuance Sales Agreement (the “sales agreement”) dated November 19, 2024, with H.C. Wainwright & Co., LLC as sales agent (the “Agent”), relating to the sale of shares of our Class A common stock, par value $0.0001 per share, having |
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June 26, 2025 |
Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 CORRESP Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 June 26, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Crypto Assets 100 F Street, N.E. Washington, D.C. 20549 Attention: Sonia Bednarowski RE: Bitcoin Depot Inc. Registration Statement on Form S-3 (File No. 333-288208) Ladies and Gentlemen: Reference is made to the Registration |
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June 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (C |
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June 20, 2025 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Bitcoin Depot, Inc. |
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June 20, 2025 |
As filed with the Securities and Exchange Commission on June 20, 2025 Table of Contents As filed with the Securities and Exchange Commission on June 20, 2025 Registration Statement No. |
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May 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Co |
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May 30, 2025 |
EXECUTION VERSION AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of May 30, 2025 (the “Agreement Date”) by and among (i) BT Assets, Inc. |
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May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Co |
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May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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May 15, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Co |
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May 15, 2025 |
Bitcoin Depot Reports First Quarter 2025 Financial Results Q1 Revenue up 19% Year-Over-Year to $164. |
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May 15, 2025 |
Bitcoin Depot Reports First Quarter 2025 Financial Results Q1 Revenue up 19% Year-Over-Year to $164. |
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April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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April 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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April 10, 2025 |
Exhibit 19.1 INSIDER TRADING POLICY BITCOIN DEPOT INC. PURPOSE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of Bitcoin Depot Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (the “Board”) has adopted this Policy |
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March 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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March 24, 2025 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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March 24, 2025 |
List of Subsidiaries of Bitcoin Depot Inc. Exhibit 21.1 Bitcoin Depot Inc. List of subsidiaries Bitcoin Depot Inc. has the following subsidiaries as of December 31, 2024: Subsidiary Jurisdiction of Incorporation or Organization Percentage of Voting Securities Owned by Immediate Parent BT Holdco LLC Delaware 100 % BT Assets, Inc. Delaware 97 % Bitcoin Depot Operating, LLC Delaware 100 % Intuitive Software, LLC Canada 100 % Digital Gold Vent |
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March 18, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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March 18, 2025 |
Bitcoin Depot Reports Fourth Quarter and Full Year 2024 Financial Results Q4 Revenue of $136. |
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March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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January 21, 2025 |
Bitcoin Depot Reports Strong Preliminary Fourth Quarter 2024 Results Q4 2024 Results Signal Strength and Momentum for 2025 ATLANTA – January 21, 2025 – Bitcoin Depot Inc. |
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January 21, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 21, 2025 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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December 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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December 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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November 26, 2024 |
$25,000,000 Class A Common Stock Preferred Stock Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-283353 PROSPECTUS $25,000,000 Class A Common Stock Preferred Stock Warrants Units The following are types of securities that we may offer, issue and sell from time to time, together or separately: • shares of our Class A common stock; • shares of our preferred stock; • warrants; and • units consisting of any combination of our |
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November 26, 2024 |
Up to $13,000,000 Class A Common Stock Filed pursuant to Rule 424(b)(5) Registration No. 333-283353 PROSPECTUS Up to $13,000,000 Class A Common Stock We have entered into an At Market Issuance Sales Agreement (the “sales agreement”) dated November 19, 2024, with H.C. Wainwright & Co., LLC as sales agent (the “Agent”), relating to the sale of shares of our Class A common stock, par value $0.0001 per share, having an aggregate purchase p |
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November 25, 2024 |
Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 November 25, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Jay Ingram and Erin Donahue RE: Bitcoin Depot Inc. Registration Statement on Form S-3 (File No. 333-283353) Ladies and Gentlemen: Reference is made to the Registr |
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November 20, 2024 |
EX-1.2 Exhibit 1.2 BITCOIN DEPOT INC. Class A Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement November 19, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Bitcoin Depot Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Agent”) as follows: 1. Issua |
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November 20, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Bitcoin Depot, Inc. |
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November 20, 2024 |
As filed with the Securities and Exchange Commission on November 20, 2024 S-3 Table of Contents As filed with the Securities and Exchange Commission on November 20, 2024 Registration Statement No. |
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November 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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November 14, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. ("PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger |
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November 14, 2024 |
BTM / Bitcoin Depot Inc. / LMR Partners LLP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) September 30, 2024 (Date of event which requires filing of this statement) Check the appropriate box to designat |
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November 14, 2024 |
BTM / Bitcoin Depot Inc. / Owl Creek Asset Management, L.P. - BITCOIN DEPOT INC. Passive Investment SC 13G 1 p24-3078sc13g.htm BITCOIN DEPOT INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 09174P105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check |
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November 14, 2024 |
JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) EX-99.1 2 p24-3078exhibit991.htm JOINT ACQUISITION STATEMENT EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity |
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November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe |
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November 14, 2024 |
BTM / Bitcoin Depot Inc. / ARISTEIA CAPITAL LLC Passive Investment SC 13G 1 formsc13gbitcoindepotinc.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. *) Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 09174P105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of t |
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November 13, 2024 |
Bitcoin Depot Reports Third Quarter 2024 Financial Results Bitcoin Depot Reports Third Quarter 2024 Financial Results ATLANTA – November 13, 2024 – Bitcoin Depot Inc. |
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November 13, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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November 7, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Sta |
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November 7, 2024 |
United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Sta |
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October 18, 2024 |
BTM / Bitcoin Depot Inc. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Bitcoin Depot Inc. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number |
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September 23, 2024 |
EX-99.1 2 tm2424440d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock of Bitcoin Depot Inc. and further agree to the filing of this agreement as an E |
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September 23, 2024 |
BTM / Bitcoin Depot Inc. / Paul Andrew Mitchell - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BITCOIN DEPOT INC. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 09174P105 (CUSIP Number) April 24, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the |
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August 27, 2024 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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August 27, 2024 |
Letter from KPMG LLP to the U.S. Securities and Exchange Commission, dated August 27, 2024 Exhibit 16.1 August 27, 2024 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We were previously principal accountants for Bitcoin Depot Inc. and subsidiaries (the Company) and, under the date of April 15, 2024, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2023 and 2022. On August 23, 2024, we were dis |
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August 20, 2024 |
As filed with the Securities and Exchange Commission on August 19, 2024 Table of Contents As filed with the Securities and Exchange Commission on August 19, 2024 Registration Statement No. |
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August 20, 2024 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Bitcoin Depot, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Re |
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August 16, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. ("PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger |
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August 16, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 3, 2024) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated May 3 |
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August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2024 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] |
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August 15, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. ("PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger |
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August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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August 13, 2024 |
Bitcoin Depot Reports Second Quarter 2024 Financial Results Revenue of $163.1 Million With a Significant Expansion in Net Income to $4.4 Million Compared to Q1 2024 Exceeded Goal of Having Over 8,000 Active Bitcoin ATMs Five Months Ahead of Schedule ATLANTA – August 13, 2024 – Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM operator and leading fintech company, toda |
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August 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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July 15, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 3, 2024) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated May 3, 2024 (the “Prosp |
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July 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (C |
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June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (C |
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June 28, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 3, 2024) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated May 3, 2024 (the “Prosp |
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June 20, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger a |
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June 20, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(8) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 3, 2024) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated April |
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May 15, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger a |
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May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March, 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: |
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May 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (Co |
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May 14, 2024 |
Bitcoin Depot Reports First Quarter 2024 Financial Results Strengthens Footprint with Over 2,000 New Retail Locations Signed in the First Quarter of 2024 Committed to Acquire Approximately 3,200 Additional Kiosks Year-to-Date to Support Expansion Strategy Remains on Track to Deploy 8,000 Kiosks by the End of 2024 ATLANTA – May 14, 2024 – Bitcoin Depot Inc. |
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April 29, 2024 |
Power of Attorney (included on signature page hereto). As filed with the Securities and Exchange Commission on April 29, 2024 No. 333-273287 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BITCOIN DEPOT INC. (Exact name of registrant as specified in its charter) Delaware 6199 87-3219029 (State or other jurisdiction of incorporatio |
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April 29, 2024 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company’s entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo”). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger a |
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April 22, 2024 |
EX-99.1 2 tm2412306d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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April 22, 2024 |
EX-99.3 4 tm2412306d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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April 22, 2024 |
BTM / Bitcoin Depot Inc. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) April 18, 2024 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant |
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April 22, 2024 |
EX-99.2 3 tm2412306d1ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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April 15, 2024 |
List of Subsidiaries of Bitcoin Depot Inc. Exhibit 21.1 Bitcoin Depot Inc. List of subsidiaries Bitcoin Depot Inc. has the following subsidiaries as of December 31, 2023: Subsidiary Jurisdiction of Incorporation or Organization Percentage of Voting Securities Owned by Immediate Parent BT Holdco LLC Delaware 100 % BT Assets, Inc. Delaware 97 % Bitcoin Depot Operating, LLC Delaware 100 % Intuitive Software, LLC Canada 100 % Digital Gold Vent |
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April 15, 2024 |
Exhibit 97.1 CLAWBACK POLICY BITCOIN DEPOT INC. PURPOSE Bitcoin Depot Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (the “Board”) has therefore adopted this |
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April 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the annual period ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001- |
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April 15, 2024 |
Exhibit 4.3 DESCRIPTION OF BITCOIN DEPOT, INC.’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Authorized and Outstanding Capital Stock The Amended and Restated Charter authorizes the issuance of 2,272,250,000 shares of capital stock, comprised of 800,000,000 shares of Class A common stock (each of which is entitled to one vote per share), 20,000,000 shares of |
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April 15, 2024 |
Offer Letter with Glen Leibowitz Exhibit 10.18 ` Bitcoin Depot 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com October 25, 2022 Dear Glen: On behalf of Lux Vending, LLC d/b/a Bitcoin Depot(“Bitcoin Depot”) it is my pleasure to extend you an offer of Full-time employment with Bitcoin Depot as Chief Financial Officer contingent on the successful completion of a background check,motor vehicle report a |
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April 15, 2024 |
Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger a |
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April 15, 2024 |
Bonus Award Letter 2023 with Scott Buchanan Exhibit 10.17 Scott Buchanan This letter is to document your compensation for the 2024 calendar year, payable in accordance with our standard payroll process at the beginning of March. You will be paid a $50,000 bonus less applicable taxes and deductions, payable in accordance with our standard payroll process at the beginning of March. This bonus represents 50% of your bonus potential earned for |
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April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on |
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March 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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March 25, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) ( |
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March 25, 2024 |
Bitcoin Depot Reports Fourth Quarter and Full Year 2023 Financial Results FY 2023 Record Revenue of $689 Million, Up 7% Year-over-Year FY 2023 Net Income of $1. |
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February 14, 2024 |
GSR / Old Mutual ETF / Roystone Capital Management LP Passive Investment SC 13G/A 1 d1096340213g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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February 12, 2024 |
GSR / Old Mutual ETF / LMR Partners LLP Passive Investment SC 13G 1 formsc13g-bitcoin.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check th |
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February 9, 2024 |
GSR / Old Mutual ETF / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Bitcoin Depot Inc. (formerly known as GSR II Meteora Acquisition Corp.) (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) C |
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February 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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February 2, 2024 |
GSR / Old Mutual ETF / Hudson Bay Capital Management LP - BTM 13G/A Passive Investment SC 13G/A 1 btm13ga.htm BTM 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bitcoin Depot Inc. (formerly known as GSR II Meteora Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of Event Which |
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January 19, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Bitcoin Depot Inc. (formerly known as GSR II Meteora Acquisition Corp.) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statemen |
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November 15, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated September 1, 2023) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated |
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November 14, 2023 |
Form of Non-Employee Director RSU Grant Notice and Award Agreement. Exhibit 10.4 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “ |
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November 14, 2023 |
Supplemental Consolidating Information Exhibit 2.6 The supplemental consolidating data includes separate legal entity data for the Company's entities, Bitcoin Depot Operating, LLC (“BT OpCo”), BT HoldCo, LLC (“BT HoldCo”), and Bitcoin Depot Inc. (PubCo"). This information is presented to highlight the separate financial statement impacts of the entities. Management determined that EPS was not presented for periods prior to the Merger a |
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November 14, 2023 |
Form 3 of Employee RSU Grant Notice and Award Agreement. Exhibit 10.7 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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November 14, 2023 |
Form 2 of Employee RSU Grant Notice and Award Agreement. Exhibit 10.6 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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November 14, 2023 |
Form 1 of Employee RSU Grant Notice and Award Agreement. Exhibit 10.5 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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November 14, 2023 |
Form 2 of Employee PRSU Grant Notice and Award Agreement. Exhibit 10.9 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Comp |
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November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September, 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb |
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November 14, 2023 |
Form 1 of Employee PRSU Grant Notice and Award Agreement. Exhibit 10.8 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Comp |
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November 14, 2023 |
Bitcoin Depot Inc. 2023 Omnibus Incentive Plan Exhibit 10.3 BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Bitcoin Depot Inc. 2023 Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and streng |
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November 13, 2023 |
Exhibit 99.1 Bitcoin Depot Reports Third Quarter 2023 Financial Results Revenue of $179.5 Million, Up 3% Year-over-Year Net Income of $1.1 Million, Down 68% Year-over-Year Adjusted EBITDA (non-GAAP) of $13.9 Million, Up 21% Year-over-Year Reiterates Full Year 2023 Guidance for Revenue and Adjusted EBITDA ATLANTA, Nov. 13, 2023 (GLOBE NEWSWIRE) – Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company” |
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November 13, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization |
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October 18, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated September 1, 2023) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated September 1, 2023 |
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October 4, 2023 |
Exhibit 10.2 Final Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 3, 2023, is made and entered into by and among Bitcoin Depot Inc., a Delaware corporation (the “Company”) and each of the other parties listed on the signature pages hereto (collectively, the “Holders” and each, a “Holder”). RECITALS WHEREAS, in connection with the Ho |
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October 4, 2023 |
424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated September 1, 2023) BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus supplement supplements the prospectus dated September 1 |
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October 4, 2023 |
Exhibit 10.1 AMENDMENT NO. 1 TO PIPE AGREEMENT This AMENDMENT NO. 1 TO PIPE AGREEMENT (this “Amendment”) is entered into on October 2, 2023, by and among the subscribers set forth on the signature pages hereto (individually, a “Subscriber” and collectively, the “Subscribers”), Bitcoin Depot Inc., a Delaware corporation (the “Issuer”) and Bitcoin Depot Operating LLC, a Delaware limited liability co |
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October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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October 4, 2023 |
Bitcoin Depot Amends Equity Support Agreement Exhibit 99.1 Bitcoin Depot Amends Equity Support Agreement ATLANTA October 4, 2023 — Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM operator and leading fintech company, today announced the execution of an amendment (the “Amendment”) to the PIPE Agreement dated June 23, 2023 (the “PIPE Agreement”) between the Company, certain of its subsidiaries and the subscribers |
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September 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organizatio |
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September 22, 2023 |
Bitcoin Depot Announces Share Repurchase Program Exhibit 99.1 Bitcoin Depot Announces Share Repurchase Program ATLANTA September 22, 2023 – Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM operator and leading fintech company, today announced that its Board of Directors has authorized a share repurchase program pursuant to which the Company is authorized to repurchase up to $10 million of outstanding shares of its |
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September 13, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Bitcoin Depot Inc. |
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September 13, 2023 |
Form 2 of Employee PRSU Grant Notice and Award Agreement. Exhibit 99.7 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Comp |
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September 13, 2023 |
Form of Non-Employee Director RSU Grant Notice and Award Agreement. Exhibit 99.2 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “ |
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September 13, 2023 |
Bitcoin Depot Inc. 2023 Omnibus Incentive Equity Plan Exhibit 99.1 BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Bitcoin Depot Inc. 2023 Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in order to attract, retain, and reward such individuals and streng |
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September 13, 2023 |
Form 1 of Employee RSU Grant Notice and Award Agreement. Exhibit 99.3 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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September 13, 2023 |
Form 1 of Employee PRSU Grant Notice and Award Agreement. Exhibit 99.6 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Comp |
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September 13, 2023 |
Form 3 of Employee RSU Grant Notice and Award Agreement. Exhibit 99.5 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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September 13, 2023 |
Form 2 of Employee RSU Grant Notice and Award Agreement. Exhibit 99.4 Bitcoin Depot Inc. 3343 Peachtree Rd NE Suite 750 Atlanta, GA, 30326 678-435-9604 Bitcoindepot.com BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE Pursuant to the terms and conditions of the Bitcoin Depot Inc. 2023 Omnibus Incentive Plan, as amended from time to time (the “Plan”), Bitcoin Depot Inc., a Delaware corporation (the “Company”), hereby gran |
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September 13, 2023 |
As filed with the Securities and Exchange Commission on September 13, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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September 11, 2023 |
EX-99.1 2 tm2325756d1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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September 11, 2023 |
Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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September 11, 2023 |
EX-99.3 4 tm2325756d1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A |
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September 11, 2023 |
GSR / Old Mutual ETF / D. E. SHAW & CO, L.P. - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Bitcoin Depot Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 09174P105 (CUSIP Number) September 1, 2023 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which the Sch |
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September 1, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-273287 PROSPECTUS BITCOIN DEPOT INC. Up to 83,747,027 Shares of Class A Common Stock Up to 43,848,750 Shares of Class A Common Stock Underlying Warrants Up to 12,223,750 Warrants to Purchase Class A Common Stock This prospectus relates to the issuance by us of up to 43,848,750 shares of Class A common stock, par value $0.0001 |
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August 31, 2023 |
Exhibit 99.1 Bitcoin Depot Expands Retail Footprint with 400 New Locations Across Iowa and Louisiana via Partnership with InComm Payments Provides Greater Access for Users Who Want to Fund Their Bitcoin Wallet with Cash ATLANTA – August 31, 2023 – Bitcoin Depot (NASDAQ: BTM), a U.S.-based Bitcoin ATM operator and leading fintech company, today announced the expansion of its BDCheckout program into |
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August 31, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation or organization) |
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August 30, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on August 2 9 , 2023 No. |
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August 30, 2023 |
Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 August 30, 2023 Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, GA 30326 August 30, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F. Street, N.E. Washington, D.C. 20549 Attention: Lulu Cheng Sonia Bednarowski Re: Bitcoin Depot Inc. Registration Statement on Form S-1 Filed July 17, 2023, as amended File No. 333-273287 Ladies and Gentleme |
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August 18, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-41305 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
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August 14, 2023 |
Exhibit 99.1 Bitcoin Depot Reports Second Quarter 2023 Financial Results Record Revenue of $197.5 Million, Up 18% Year-over-Year Net loss of $6.1 million, Down 249% Year-over-Year Adjusted EBITDA (non-GAAP) of $19.8 Million, Up 54% Year-over-Year Reiterates Full Year 2023 Guidance for Revenue and Adjusted EBITDA ATLANTA – August 14, 2023 – Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U |
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August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) |
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August 4, 2023 |
Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, Georgia 30326 Bitcoin Depot Inc. 3343 Peachtree Road NE, Suite 750 Atlanta, Georgia 30326 August 4, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Crypto Assets 100 F Street, NE Washington, D.C. 20549 Attention: Lulu Cheng Sonia Bednarowski Re: Bitcoin Depot Inc. Registration Statement on Form S-1 Filed July 17, 2023 File No. 333-273287 Ladies and Gentl |
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August 4, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on August 4 , 2023 No. |
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July 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation or organization) (C |
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July 21, 2023 |
EX-99.1 Exhibit 99.1 Bitcoin Depot Reports Preliminary Second Quarter Revenue; Sets 2Q23 Earnings Date and Provides 2023 Guidance ATLANTA July 21, 2023 – Bitcoin Depot Inc. (“Bitcoin Depot”), a U.S.-based Bitcoin ATM operator and leading fintech company, today reported preliminary unaudited revenue results for the quarter ended June 30, 2023 and provided annual guidance for 2023. Based on prelimin |
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July 17, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bitcoin Depot Inc. |
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July 17, 2023 |
Form of Joinder to Amended and Restated Registration Rights Agreement. EX-10.13 Exhibit 10.13 FORM OF JOINDER TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT , 2023 Reference is made to that certain Amended and Restated Registration Rights Agreement, dated June 30, 2023, by and among Bitcoin Depot Inc. (the “Company”), GSR II Meteora Sponsor LLC (the “Sponsor”) and the Management Holders and Holders (as defined therein) (the “Amended and Restated Registration R |
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July 17, 2023 |
Power of Attorney (included on signature page hereto). Table of Contents As filed with the Securities and Exchange Commission on July 1 7 , 2023 No. |
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July 12, 2023 |
GSR / Old Mutual ETF / Roystone Capital Management LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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July 7, 2023 |
EX-10.3 Exhibit 10.3 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2023, is made and entered into by and among Bitcoin Depot Inc., a Delaware corporation (the “Company”), BT Assets, Inc., a Delaware corporation (“BT Assets”), each individual identified on the signature pages hereto as a “Managemen |
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July 7, 2023 |
GSR II Meteora Acquisition Corp. EX-99.4 Exhibit 99.4 Source: GSR II Meteora Acquisition Corp. June 30,2023 16:05 ET Bitcoin Depot and GSR II Meteora Acquisition Corp. Announce Closing of Business Combination Bitcoin Depot to Begin Trading on July 3rd on the Nasdaq Under New Ticker Symbol “BTM” ATLANTA and NEW YORK, June 30, 2023 (GLOBE NEWSWIRE) –– Lux Vending, LLC dba Bitcoin Depot (“Bitcoin Depot” or the “Company”), a U.S.-bas |
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July 7, 2023 |
EX-3.3 Exhibit 3.3 CERTIFICATE OF DESIGNATION OF RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK OF BITCOIN DEPOT INC. Pursuant to Section 151 of the General Corporation Law of the State of Delaware Bitcoin Depot Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that the following |
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July 7, 2023 |
List of Subsidiaries of Bitcoin Depot Inc. EX-21.1 Exhibit 21.1 Subsidiaries of Bitcoin Depot Inc. Company Name Jurisdiction of Organization BT HoldCo LLC Delaware Bitcoin Depot Operating LLC Delaware Mintz Assets, Inc. Georgia Express Vending, Inc. British Columbia Intuitive Software, LLC Delaware Digital Gold Ventures Inc. Ontario BitAccess, Inc. Ontario |
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July 7, 2023 |
Form of Indemnification Agreement. EX-10.6 Exhibit 10.6 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of June 30, 2023 (the “Effective Date”), by and between Bitcoin Depot Inc., a Delaware corporation (the “Company”), and the undersigned individual (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers |
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July 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 30, 2023 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3219029 (State or other jurisdiction of incorporation or organization) (C |
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July 7, 2023 |
BT HoldCo LLC Amended and Restated Limited Liability Company Agreement. EX-10.1 Exhibit 10.1 BT HOLDCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of June 30, 2023 THE UNITS ISSUED PURSUANT TO THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTHERWISE D |
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July 7, 2023 |
Form of Phantom Equity Award Termination Agreement and General Release. EX-10.11 Exhibit 10.11 PHANTOM EQUITY AWARD TERMINATION AGREEMENT AND GENERAL RELEASE This Phantom Equity Award Termination Agreement and General Release (this “Agreement”) is made and entered into as of June 30, 2023 (the “Effective Date”), by and between Lux Vending, LLC d/b/a Bitcoin Depot, a Georgia limited liability company (the “Company”), and (the “Participant” and together with the Company |
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July 7, 2023 |
Report of Independent Registered Public Accounting Firm EX-99.1 Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Member of Lux Vending, LLC (dba Bitcoin Depot): Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Lux Vending, LLC (dba Bitcoin Depot) and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income and com |
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July 7, 2023 |
Second Amended and Restated Certificate of Incorporation of Bitcoin Depot Inc. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GSR II METEORA ACQUISITION CORP. June 30, 2023 The undersigned, being the Co-Chief Executive Officer of GSR II Meteora Acquisition Corp., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), CERTIFIES as follows: FIRST: The original certifica |
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July 7, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in this Form 8-K. Introduction: The unaudited pro forma condensed combined financial information is prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Di |
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July 7, 2023 |
Form of Bitcoin Depot Inc. 2023 Omnibus Incentive Plan. EX-10.8 Exhibit 10.8 FORM OF BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN BITCOIN DEPOT INC. 2023 OMNIBUS INCENTIVE PLAN ARTICLE I PURPOSE The purpose of this Bitcoin Depot Inc. 2023 Omnibus Incentive Plan (this “Plan”) is to promote the success of the Company’s business for the benefit of its stockholders by enabling the Company to offer Eligible Individuals cash and stock-based incentives in o |
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July 7, 2023 |
Amended and Restated Bylaws of Bitcoin Depot Inc. EX-3.2 Exhibit 3.2 Amended and Restated Bylaws of Bitcoin Depot Inc. Table of Contents Page Article I Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 1.3 Books and Records 1 Article II Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meetings 2 2.4 Notice of Meetings 2 2.5 Voting List 2 2.6 Quorum 2 2.7 Inspectors of Election 3 2.8 Adjournments 3 2.9 Voting and Proxies |
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July 7, 2023 |
EX-99.3 Exhibit 99.3 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BITCOIN DEPOT You should read the following discussion and analysis of BT OpCo’s financial condition and results of operations together with BT OpCo’s financial statements and the related notes included elsewhere in this proxy statement. Some of the information contained in this discussion |
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July 7, 2023 |
Letter from Grant Thornton, LLP to the SEC dated July 7, 2023. EX-16.1 Exhibit 16.1 July 7, 2023 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: Bitcoin Depot Inc. File No. 001-41305 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of Bitcoin Depot Inc. dated July 7, 2023, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ GRANT THORNTON LLP |
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July 7, 2023 |
Exhibit 10.2 TAX RECEIVABLE AGREEMENT by and among BITCOIN DEPOT INC. BT HOLDCO LLC and BT ASSETS, INC. Dated as of June 30, 2023 TABLE OF CONTENTS Page Article I. DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Rules of Construction 13 Article II. DETERMINATION OF REALIZED TAX BENEFIT 13 Section 2.1 Basis Adjustments; LLC 754 Election 13 Section 2.2 Basis Schedules 14 Section 2.3 Tax Benefit |
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June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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June 28, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporati |
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June 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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June 28, 2023 |
EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 23, 2023 among BT ASSETS, INC., as Holdings, LUX VENDING, LLC, as Borrower, the Subsidiary Guarantors from time to time party hereto, THE LENDERS PARTY HERETO FROM TIME TO TIME, as Lenders, and SILVERVIEW CREDIT PARTNERS LP, as Administrative Agent TABLE OF CONTENTS ARTICLE I DEFINITIONS AND ACCOUNTING TE |
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June 27, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporati |
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June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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June 26, 2023 |
Form of Non-Redemption Agreement (No-Cash) EX-10.1 Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of [ ● ], 2023, is made by and among GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and the Backstop Investor (as defined below). WHEREAS, the Company is a special purpose acquisition company whose Class A Common Stock (“Common Stock”) is traded on the Nasdaq Global M |
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June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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June 26, 2023 |
Exhibit 10.1 Execution Version Certain portions of this Exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K and, where applicable, have been marked with “[***]” to indicate where redactions have been made. The marked information has been redacted because it is both (i) not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. PIPE AGREEMEN |
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June 26, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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June 26, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporati |
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June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 22, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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June 20, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporati |
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June 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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June 20, 2023 |
EX-99.1 Exhibit 99.1 GSR II Meteora Acquisition Corp. Announces Filing and Mailing of Definitive Proxy Statement and Special Meeting Date for Proposed Business Combination with Bitcoin Depot Special meeting of GSR II Meteora Acquisition Corp. stockholders to approve the proposed business combination to be held on June 28, 2023 at 10:00 a.m. Eastern Daylight Time NEW YORK, June 20, 2023 (GLOBE NEWS |
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June 20, 2023 |
DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Comm |
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June 13, 2023 |
EX-10.2 Exhibit 10.2 Agreed Form BT HOLDCO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [•], 2023 THE UNITS ISSUED PURSUANT TO THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH UNITS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR OTH |
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June 13, 2023 |
EX-10.1 Exhibit 10.1 Agreed FIRST AMENDMENT TO THE SPONSOR SUPPORT AGREEMENT This FIRST AMENDMENT TO THE SPONSOR SUPPORT AGREEMENT (this “Amendment”), dated as of June 7, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor” and, together with PubCo, “GSR Entities”), and BT A |
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June 13, 2023 |
10250 Constellation Blvd., Suite 1100 CORRESP 10250 Constellation Blvd., Suite 1100 Los Angeles, California 90067 Tel: +1.424.653.5500 Fax: +1.424.653.5501 www.lw.com FIRM / AFFILIATE OFFICES June 13, 2023 Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valle |
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June 13, 2023 |
EX-2.1 Exhibit 2.1 Agreed FOURTH AMENDMENT AND JOINDER TO THE TRANSACTION AGREEMENT This FOURTH AMENDMENT AND JOINDER TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of June 7, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Enti |
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June 13, 2023 |
Form of Tax Receivable Agreement EX-10.4 Exhibit 10.4 [Final Form] TAX RECEIVABLE AGREEMENT by and among BITCOIN DEPOT INC. BT HOLDCO LLC and BT ASSETS, INC. Dated as of [•] TABLE OF CONTENTS Page Article I. DEFINITIONS 5 Section 1.1 Definitions 5 Section 1.2 Rules of Construction 13 Article II. DETERMINATION OF REALIZED TAX BENEFIT 14 Section 2.1 Basis Adjustments; LLC 754 Election 14 Section 2.2 Basis Schedules 14 Section 2.3 T |
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June 13, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 7, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporatio |
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June 13, 2023 |
Form of Amended and Restated Registration Rights Agreement EX-10.3 Exhibit 10.3 [Final Form] AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2023, is made and entered into by and among Bitcoin Depot Inc., a Delaware corporation (the “Company”), BT Assets, Inc., a Delaware corporation (“BT Assets”), [the holders of phantom equity awards pursuant to the Lux Vendi |
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June 8, 2023 |
10250 Constellation Blvd., Suite 1100 CORRESP 10250 Constellation Blvd., Suite 1100 Los Angeles, California 90067 Tel: +1.424.653.5500 Fax: +1.424.653.5501 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris June 8, 2023 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Aviv |
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June 8, 2023 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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June 7, 2023 |
EX-99.1 Exhibit 99.1 CUSIP No. 36263W105 Page 1 1 of 11 Pages EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of GSR II Meteora Acquisition Corp. dated as of June 7, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant t |
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June 7, 2023 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GSR II Meteora Acquisition Corp. Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36263W105 (CUSIP Number) May 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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June 2, 2023 |
Form of Non-Redemption Agreement. EX-10.1 Exhibit 10.1 NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of May [•], 2023, is made by and among GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and the Backstop Investor (as defined below). WHEREAS, the Company is a special purpose acquisition company whose Class A Common Stock (“Common Stock”) is traded on the Nasdaq Global |
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June 2, 2023 |
DEFA14A 1 d487282ddefa14a.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or othe |
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June 2, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Comm |
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May 31, 2023 |
Amendment to the Amended and Restated Certificate of Incorporation of the Company. EX-3.1 2 d462650dex31.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GSR II METEORA ACQUISITION CORP. May 25, 2023 GSR II METEORA ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “GSR II Meteora Acquisiti |
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May 31, 2023 |
Amendment to the Investment Management Trust Agreement EX-10.1 Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT This Amendment to Investment Management Trust Agreement (this “Agreement Amendment ”) is entered into effective as of May 25, 2023 (the “Effective Date”) by and between GSR II Meteora Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust comp |
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May 31, 2023 |
EX-99.1 2 tm2317447d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Loretta Best, Michael Campbell and Matthew Cassidy as the undersigned's true and lawful authorized representative and attorney-in-fact to execute for and on behalf of the undersigned and to file with the United States Securities and Exchange Commission and any other a |
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May 31, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporatio |
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May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) GSR II Meteora Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 36263W105 |
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May 31, 2023 |
EX-99.2 3 tm2317447d1ex99-2.htm EXHIBIT 99.2 Exhibit 99.2 POWER OF ATTORNEY The undersigned hereby constitutes and appoints each of Loretta Best, Michael Campbell and Matthew Cassidy as the undersigned's true and lawful authorized representative and attorney-in-fact to execute for and on behalf of the undersigned and to file with the United States Securities and Exchange Commission and any other a |
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May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 25, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Comm |
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May 24, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Comm |
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May 22, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 22, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Comm |
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May 22, 2023 |
Form of Voting and Non-Redemption Agreement EX-10.1 2 d511245dex101.htm EX-10.1 Exhibit 10.1 FORM OF VOTING AND NON-REDEMPTION AGREEMENT This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 22, 2023 by and between GSR II Meteora Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned Stockholders of SPAC (collectively, the “Stockholder”). SPAC and Stockholder are collectively referred to here |
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May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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May 19, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 18, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Comm |
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May 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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May 19, 2023 |
Form of Voting and Non-Redemption Agreement. EX-10.1 Exhibit 10.1 FORM OF VOTING AND NON-REDEMPTION AGREEMENT This VOTING AND NON-REDEMPTION AGREEMENT (this “Agreement”) is entered into as of May 18, 2023 by and between GSR II Meteora Acquisition Corp., a Delaware corporation (“SPAC”), and the undersigned Stockholders of SPAC (collectively, the “Stockholder”). SPAC and Stockholder are collectively referred to herein as the “Parties” and indi |
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May 12, 2023 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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May 12, 2023 |
CORRESP 10250 Constellation Blvd., Suite 1100 Los Angeles, California 90067 Tel: +1.424.653.5500 Fax: +1.424.653.5501 www.lw.com FIRM / AFFILIATE OFFICES May 12, 2023 Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley |
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May 11, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 11, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Comm |
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May 11, 2023 |
EX-2.1 Exhibit 2.1 Execution Version THIRD AMENDMENT TO THE TRANSACTION AGREEMENT This THIRD AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of May 11, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Entities”), BT Asse |
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May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GSR II Meteora Acquisition Corp. (Exact name of regist |
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May 3, 2023 |
DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, fo |
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May 3, 2023 |
10250 Constellation Blvd., Suite 1100 CORRESP 10250 Constellation Blvd., Suite 1100 Los Angeles, California 90067 Tel: +1.424.653.5500 Fax: +1.424.653.5501 www.lw.com FIRM / AFFILIATE OFFICES May 3, 2023 Austin Beijing Boston Brussels Century City Chicago Dubai Düsseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Madrid Milan Munich New York Orange County Paris Riyadh San Diego San Francisco Seoul Shanghai Silicon Valley |
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April 27, 2023 |
EX-99.2 Investor Presentation April 2023 Exhibit 99.2 Disclaimer For the purposes of this notice, this "presentation" will mean and include the slides, any oral presentation of the slides by members of management of GSR II Meteora Acquisition Corp. ("GSRM") or Lux Vending, LLC d/b/a Bitcoin Depot (the "Company" or "Bitcoin Depot") or any person on their behalf, any question-and-answer session that |
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April 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 26, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Co |
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April 27, 2023 |
Bitcoin Depot Reports Preliminary First Quarter 2023 Results EX-99.1 Exhibit 99.1 Bitcoin Depot Reports Preliminary First Quarter 2023 Results NEW YORK – April 26, 2023 – GSR II Meteora Acquisition Corp. (NASDAQ: GSRM) (“GSRM”), a special purpose acquisition company, and Lux Vending LLC dba Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM (“BTM”) operator and leading fintech company, today reported Bitcoin Depot’s preliminary |
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April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of |
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April 18, 2023 |
EX-99.1 Exhibit 99.1 GSR II Meteora Acquisition Corp. Announces Filing of Amended Proxy Statement; Bitcoin Depot Reports Strong Fourth Quarter and Full-Year 2022 Results Bitcoin Depot Delivers Revenue Growth of 18% and Gross Profit Growth of 24% for 2022 Strengthens U.S. Footprint and Continues Business Momentum with Multiple Retail Partnerships in the First Quarter of 2023 April 17, 2023 08:05 ET |
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April 18, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 17, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Co |
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April 14, 2023 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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April 13, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 12, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Co |
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April 13, 2023 |
EX-99.1 Exhibit 99.1 Bitcoin Depot Assumes Bitcoin ATM Contract From Another Bitcoin ATM Operator for Jacksons Food Stores Bitcoin Depot Adds Over 80 BTM Locations Across Seven Western States April 12, 2023 08:30 ET | Source: GSR II Meteora Acquisition Corp. ATLANTA, April 12, 2023 (GLOBE NEWSWIRE) —Lux Vending, LLC dba Bitcoin Depot, a U.S.-based Bitcoin ATM (“BTM”) operator and leading fintech c |
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April 4, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Com |
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April 4, 2023 |
EX-2.1 Exhibit 2.1 Execution Version SECOND AMENDMENT TO THE TRANSACTION AGREEMENT This SECOND AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of April 4, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with PubCo, “GSR Entities”), BT A |
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March 30, 2023 |
EX-4.7 Exhibit 4.7 DESCRIPTION OF SECURITIES As of December 31, 2022, GSR II Meteora Acquisition Corp. (“we,” “our,” “us,” “PubCo” or the “Company”) had the following four classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its units, consisting of one share of PubCo Class A Common Stock, one-sixteenth of one PubCo right, w |
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March 30, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41305 GSR II M |
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March 29, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 21, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) (Co |
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March 29, 2023 |
Leading Bitcoin ATM Operator Bitcoin Depot Announces Retail Partnership with GetGo Exhibit 99.1 Leading Bitcoin ATM Operator Bitcoin Depot Announces Retail Partnership with GetGo® Café + Market Bitcoin Depot Plans to Install 125 Bitcoin ATMs in GetGo Locations Throughout Midwest and Mid-Atlantic March 21, 2023 08:30 ET | Source: GSR II Meteora Acquisition Corp. ATLANTA, March 21, 2023 (GLOBE NEWSWIRE) — Lux Vending, LLC dba Bitcoin Depot Inc. (“Bitcoin Depot”), a U.S.-based Bitc |
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March 3, 2023 |
DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ |
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March 3, 2023 |
CORRESP March 3, 2023 10250 Constellation Blvd., Suite 1100 Los Angeles, California 90067 Tel: +1.424.653.5500 Fax: +1.424.653.5501 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Shanghai Hong Kong Silicon Valley Houston Singapore London Tel Avi |
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March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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February 14, 2023 |
Exhibit 99.1 GSR II Meteora Acquisition Corp. Announces Update on Proxy Statement for Proposed Business Combination with Bitcoin Depot February 13, 2023 17:37 ET | Source: GSR II Meteora Acquisition Corp. NEW YORK, Feb. 13, 2023 (GLOBE NEWSWIRE) – GSR II Meteora Acquisition Corp. (NASDAQ: GSRM) (“GSRM”), a special purpose acquisition company, and Lux Vending, LLC dba Bitcoin Depot® (“Bitcoin Depot |
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February 14, 2023 |
EX-2.1 2 d657900dex21.htm EX-2.1 Exhibit 2.1 Execution Version FIRST AMENDMENT TO THE TRANSACTION AGREEMENT This FIRST AMENDMENT TO THE TRANSACTION AGREEMENT (this “Amendment”), dated as of February 13, 2023, is entered into by and among GSR II Meteora Acquisition Corp, a Delaware corporation (“PubCo”), GSR II Meteora Sponsor LLC, a Delaware limited liability company (“Sponsor”, and together with |
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February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GSR II Meteora Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 36263W105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GSR II Meteora Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 36263W204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate th |
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February 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 13, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) |
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February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definit |
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February 9, 2023 |
Exhibit 99.1 GSR II Meteora Acquisition Corp. Announces Filing and Mailing of Definitive Proxy Statement and Special Meeting Date for Proposed Business Combination with Bitcoin Depot Special meeting of GSR II Meteora Acquisition Corp. stockholders to approve the proposed business combination to be held on March 30, 2023 at 10:00 a.m. Eastern Daylight Time February 09, 2023 08:30 ET | Source: GSR I |
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February 9, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 9, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) ( |
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February 8, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GSR II Meteora Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36263W105 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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February 8, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2023 GSR II Meteora Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-41305 87-3203989 (State or other jurisdiction of incorporation) ( |
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February 8, 2023 |
Table of Contents 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 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as perm |
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February 8, 2023 |
Bitcoin ATMs, a Relic of the Crypto Boom, Hang On in the Corner Store Exhibit 99.1 FEATURE Bitcoin ATMs, a Relic of the Crypto Boom, Hang On in the Corner Store By Joe Light Jan. 31, 2023 3:00 am ET Cracks are starting to form in one of the most visible manifestations of the recent crypto craze: the Bitcoin ATM. But while installations of new machines begin to stall amid the crypto downturn, there’s reason to think the kiosks aren’t going away soon. Even as crypto t |
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February 2, 2023 |
SC 13G 1 p23-0435sc13g.htm GSR II METEORA ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GSR II Meteora Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36263W105 (CUSIP Number) December 31, 2022 (Date of event which requires filin |
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January 26, 2023 |
GSR II Meteora Acquisition Corp. Announces Filing of Amended Proxy Statement Exhibit 99.5 GSR II Meteora Acquisition Corp. Announces Filing of Amended Proxy Statement NEW YORK, Jan. 25, 2023 (GLOBE NEWSWIRE) - GSR II Meteora Acquisition Corp. (NASDAQ: GSRM) (“GSRM”), a special purpose acquisition company, and Lux Vending LLC dba Bitcoin Depot Inc. (“Bitcoin Depot” or the “Company”), a U.S.-based Bitcoin ATM operator and leading fintech company, announced today that GSRM ha |
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January 26, 2023 |
Exhibit 99.4 Leading Bitcoin ATM Operator Bitcoin Depot Strengthens U.S. Footprint with New Retail Partnerships Signs 440 New Retail Locations Across North America, Continuing as Leading U.S. BTM Operator by Market Share ATLANTA, Jan. 24, 2023 (GLOBE NEWSWIRE) - Lux Vending, LLC dba Bitcoin Depot Inc. (“Bitcoin Depot”), a U.S.-based Bitcoin ATM (“BTM”) operator and leading fintech company, today a |
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January 26, 2023 |
Exhibit 99.2 Investor Day Transcript Alex Kovtun – Gateway Group (Investor Relations) Hello everyone and welcome to the Bitcoin Depot Virtual Investor Day. My name is Alex Kovtun of Gateway Group and I’d like to thank you for being here and your interest in Bitcoin Depot. Before we begin, I would like to remind everyone that today’s session will be recordedi. I’m going to kick things off today and |