BTMWW / Bitcoin Depot Inc. - Equity Warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Bitcoin Depot Inc. - Equity Warrant
US ˙ NasdaqCM ˙ US09174P1131

Mga Batayang Estadistika
CIK 1901799
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bitcoin Depot Inc. - Equity Warrant
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
September 3, 2025 8-K

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

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)

September 2, 2025 8-K

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 I

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

September 2, 2025 10-Q/A

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

August 26, 2025 8-K

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

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)

August 12, 2025 8-K

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)

August 12, 2025 10-Q

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

August 12, 2025 EX-99.1

Bitcoin Depot Reports Second Quarter 2025 Financial Results Q2 Revenue up 6% Year-Over-Year to $172.1 Million Q2 Net Income up 183% Year-Over-Year to $12.3 Million Q2 Gross Profit up 32% Year-Over-Year to $30.9 Million Q2 Adjusted EBITDA up 46% Year-

Bitcoin Depot Reports Second Quarter 2025 Financial Results Q2 Revenue up 6% Year-Over-Year to $172.

August 1, 2025 424B7

BITCOIN DEPOT INC.

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

July 1, 2025 424B5

$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

July 1, 2025 424B5

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

June 26, 2025 CORRESP

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

June 23, 2025 8-K

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.

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

June 20, 2025 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Bitcoin Depot, Inc.

June 20, 2025 S-3

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.

May 30, 2025 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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 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

May 30, 2025 EX-2.1

Agreement and Plan of Merger, dated as of May 30, 2025, by and among Bitcoin Depot Inc., BT Assets, Inc., Mr. Brandon Mintz, BD Investment Holdings LLC, BD Investment Holdings II LLC, BT HoldCo LLC, BCD Merger Sub LLC, and BCD Merger Sub Inc.

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.

May 15, 2025 8-K

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): 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

May 15, 2025 10-Q

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

May 15, 2025 8-K

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

May 15, 2025 EX-99.1

Bitcoin Depot Reports First Quarter 2025 Financial Results Q1 Revenue up 19% Year-Over-Year to $164.2 Million Q1 Net Income up Significantly to $12.2 Million Compared to a Net Loss of $4.2 Million in the Prior Year Quarter Q1 Adjusted Gross Profit up

Bitcoin Depot Reports First Quarter 2025 Financial Results Q1 Revenue up 19% Year-Over-Year to $164.

May 15, 2025 EX-99.1

Bitcoin Depot Reports First Quarter 2025 Financial Results Q1 Revenue up 19% Year-Over-Year to $164.2 Million Q1 Net Income up Significantly to $12.2 Million Compared to a Net Loss of $4.2 Million in the Prior Year Quarter Q1 Adjusted Gross Profit up

Bitcoin Depot Reports First Quarter 2025 Financial Results Q1 Revenue up 19% Year-Over-Year to $164.

April 10, 2025 10-K/A

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

April 10, 2025 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) (

April 10, 2025 EX-19.1

Insider Trading Policy

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

March 24, 2025 10-K

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-

March 24, 2025 8-K

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) (

March 24, 2025 EX-21.1

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

March 18, 2025 8-K

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) (

March 18, 2025 EX-99.1

Bitcoin Depot Reports Fourth Quarter and Full Year 2024 Financial Results Q4 Revenue of $136.8 Million Compared to $148.4 Million in the Prior Year Quarter Q4 Operating Expenses Down 16% Year-Over-Year to $15.0 Million Q4 Net Income up Significantly

Bitcoin Depot Reports Fourth Quarter and Full Year 2024 Financial Results Q4 Revenue of $136.

March 17, 2025 8-K

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.

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) (

January 21, 2025 EX-99.1

Bitcoin Depot Reports Strong Preliminary Fourth Quarter 2024 Results Q4 2024 Results Signal Strength and Momentum for 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.

January 21, 2025 8-K

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)

December 19, 2024 8-K

Current Report

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

December 12, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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

November 26, 2024 424B5

$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

November 26, 2024 424B5

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

November 25, 2024 CORRESP

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

November 20, 2024 EX-1.2

At Market Issuance Sales Agreement, dated as of November 19, 2024, by and among Bitcoin Depot Inc. and H.C. Wainwright & Co., LLC

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

November 20, 2024 EX-FILING FEES

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) Bitcoin Depot, Inc.

November 20, 2024 S-3

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.

November 18, 2024 8-K

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 I

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

November 14, 2024 EX-2.6

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

November 14, 2024 SC 13G/A

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

November 14, 2024 SC 13G

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

November 14, 2024 EX-99.1

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

November 14, 2024 10-Q

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

November 14, 2024 SC 13G

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

November 13, 2024 EX-99.1

Bitcoin Depot Reports Third Quarter 2024 Financial Results

Bitcoin Depot Reports Third Quarter 2024 Financial Results ATLANTA – November 13, 2024 – Bitcoin Depot Inc.

November 13, 2024 8-K

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

November 7, 2024 DEFA14A

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

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

November 7, 2024 DEF 14A

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

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

October 18, 2024 SC 13G/A

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

September 23, 2024 EX-99.1

Joint Filing Agreement

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

September 23, 2024 SC 13G

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

August 27, 2024 8-K

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)

August 27, 2024 EX-16.1

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

August 20, 2024 POS AM

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.

August 20, 2024 EX-FILING FEES

Filing Fee Table

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

August 16, 2024 EX-2.6

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

August 16, 2024 424B3

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

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

August 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 12b-25 NOTIFICATION OF LATE FILING

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 [ ]

August 15, 2024 EX-2.6

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

August 15, 2024 10-Q

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

August 13, 2024 EX-99.1

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

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

August 13, 2024 8-K

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)

July 15, 2024 424B3

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

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

July 12, 2024 8-K

Current Report

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

June 28, 2024 8-K

Current Report

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

June 28, 2024 424B3

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

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

June 20, 2024 EX-2.6

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

June 20, 2024 424B3

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

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

May 15, 2024 EX-2.6

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

May 15, 2024 10-Q

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:

May 14, 2024 8-K

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

May 14, 2024 EX-99.1

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 Str

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.

April 29, 2024 POS AM

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

April 29, 2024 EX-2.6

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

April 22, 2024 EX-99.1

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

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,

April 22, 2024 EX-99.3

JOINT FILING AGREEMENT

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

April 22, 2024 SC 13G/A

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

April 22, 2024 EX-99.2

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

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,

April 15, 2024 EX-21.1

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

April 15, 2024 EX-97.1

Clawback Policy

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

April 15, 2024 10-K

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-

April 15, 2024 EX-4.3

Exhibit 4.3

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

April 15, 2024 EX-10.18

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

April 15, 2024 EX-2.6

Description of Securities

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

April 15, 2024 EX-10.17

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

April 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

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

March 29, 2024 8-K

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.

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) (

March 25, 2024 8-K

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) (

March 25, 2024 EX-99.1

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 $1.6 Million, Down 54% Year-over-Year FY 2023 Record Adjusted EBITDA (non-GAAP) of $56 Millio

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.

February 14, 2024 SC 13G/A

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

February 12, 2024 SC 13G

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

February 9, 2024 SC 13G/A

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

February 8, 2024 8-K

Current Report

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)

February 2, 2024 SC 13G/A

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

January 19, 2024 SC 13G/A

GSR / Old Mutual ETF / HIGHBRIDGE CAPITAL MANAGEMENT LLC - BITCOIN DEPOT INC. (F/K/A GSR II METEORA ACQUISITION CORP.) Passive Investment

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

November 15, 2023 424B3

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

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

November 14, 2023 EX-10.4

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 “

November 14, 2023 EX-2.6

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

November 14, 2023 EX-10.7

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

November 14, 2023 EX-10.6

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

November 14, 2023 EX-10.5

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

November 14, 2023 EX-10.9

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

November 14, 2023 10-Q

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

November 14, 2023 EX-10.8

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

November 14, 2023 EX-10.3

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

November 13, 2023 EX-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 202

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”

November 13, 2023 8-K

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

October 18, 2023 424B3

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

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

October 4, 2023 EX-10.2

Registration Rights Agreement, dated October 3, 2023, by and among the Company and the holders listed therein.

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

October 4, 2023 424B3

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

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

October 4, 2023 EX-10.1

Amendment No. 1 to the PIPE Agreement, dated October 2, 2023, by and among the Company and the investors listed therein.

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

October 4, 2023 8-K

Regulation FD Disclosure

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)

October 4, 2023 EX-99.1

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

September 22, 2023 8-K

Regulation FD Disclosure

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

September 22, 2023 EX-99.1

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

September 13, 2023 EX-FILING FEES

Filing fee table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Bitcoin Depot Inc.

September 13, 2023 EX-99.7

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

September 13, 2023 EX-99.2

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 “

September 13, 2023 EX-99.1

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

September 13, 2023 EX-99.3

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

September 13, 2023 EX-99.6

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

September 13, 2023 EX-99.5

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

September 13, 2023 EX-99.4

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

September 13, 2023 S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Bitcoin Depot Inc. (Exact name of registrant as specified in its charter) Delaware 87-3219029 (State or other jurisdict

As filed with the Securities and Exchange Commission on September 13, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

September 11, 2023 EX-99.1

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

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,

September 11, 2023 EX-99.2

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

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.

September 11, 2023 EX-99.3

JOINT FILING AGREEMENT

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

September 11, 2023 SC 13G

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

September 1, 2023 424B3

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

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

August 31, 2023 EX-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

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

August 31, 2023 8-K

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)

August 30, 2023 S-1/A

As filed with the Securities and Exchange Commission on August 2 9 , 2023 No. 333-273287 UNITED STATES SECURITIES AND EXCHANGE COM MIS SION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIT

Table of Contents As filed with the Securities and Exchange Commission on August 2 9 , 2023 No.

August 30, 2023 CORRESP

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

August 18, 2023 10-Q

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

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

August 15, 2023 NT 10-Q

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 Per

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.

August 14, 2023 EX-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

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

August 14, 2023 8-K

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

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)

August 4, 2023 CORRESP

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

August 4, 2023 S-1/A

As filed with the Securities and Exchange Commission on August 4 , 2023 No. 333-273287 UNITED STATES SECURITIES AND EXCHANGE COM MIS SION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BITCO

Table of Contents As filed with the Securities and Exchange Commission on August 4 , 2023 No.

July 21, 2023 8-K

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.

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

July 21, 2023 EX-99.1

Bitcoin Depot Reports Preliminary Second Quarter Revenue; Sets 2Q23 Earnings Date and Provides 2023 Guidance

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

July 17, 2023 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Bitcoin Depot Inc.

July 17, 2023 EX-10.13

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

July 17, 2023 S-1

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.

July 12, 2023 SC 13G

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.

July 7, 2023 EX-10.3

Amended and Restated Registration Rights Agreement, dated June 30, 2023, by and among Bitcoin Depot Inc., BT Assets, the Sponsor and the other persons identified on the signature pages therein.

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

July 7, 2023 EX-99.4

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

July 7, 2023 EX-3.3

Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock of Bitcoin Depot Inc.

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

July 7, 2023 EX-21.1

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

July 7, 2023 EX-10.6

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

July 7, 2023 8-K

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.

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

July 7, 2023 EX-10.1

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

July 7, 2023 EX-10.11

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

July 7, 2023 EX-99.1

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

July 7, 2023 EX-3.1

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

July 7, 2023 EX-99.2

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

July 7, 2023 EX-10.8

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

July 7, 2023 EX-3.2

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

July 7, 2023 EX-99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF BITCOIN DEPOT

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

July 7, 2023 EX-16.1

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

July 7, 2023 EX-10.2

Tax Receivable Agreement, dated June 30, 2023, by and among Bitcoin Depot Inc., BT HoldCo and BT Assets.

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

June 30, 2023 8-K

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 Acqu

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

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 Acqu

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

June 28, 2023 8-K

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 Acqu

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

June 28, 2023 EX-10.1

Amended and Restated Credit Agreement, dated as of June 23, 2023, by and among BT OpCo, as the borrower, BT Assets, as the initial holding company, Express Vending Inc., a corporation incorporated under the laws of British Columbia, Mintz Assets, Inc., a Georgia corporation, BitAccess Inc., a corporation incorporated under the federal laws of Canada, Digital Gold Ventures Inc., a corporation incorporated under the laws of Ontario, Intuitive Software LLC, a Delaware limited liability company, the financial institutions and institutional investors from time to time party thereto as Lenders, and Silverview Credit Partners LP (f/k/a Silverpeak Credit Partners, LP).

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

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 Acqu

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

June 27, 2023 8-K

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 Acqu

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

June 26, 2023 EX-10.1

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

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 23, 2023 GSR II Meteora Acqu

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

June 26, 2023 EX-10.1

PIPE Agreement, dated as of June 23, 2023, by and among the Company, GSRM and the investors listed therein.

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

June 26, 2023 8-K

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

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 Acqu

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

June 26, 2023 8-K

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 Acqu

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

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 Acqu

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

June 20, 2023 8-K

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 Acqu

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

June 20, 2023 EX-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

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

June 20, 2023 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) (Amendment No. 7) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 13, 2023 8-K

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 Acqui

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

June 13, 2023 EX-10.2

Form of A&R LLC Agreement

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

June 13, 2023 EX-10.1

First Amendment to the Sponsor Support Agreement, dated as of June 7, 2023, by and among GSRM, the Sponsor and BT Assets.

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

June 13, 2023 CORRESP

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

June 13, 2023 EX-2.1

Fourth Amendment and Joinder to the Transaction Agreement, dated June 7, 2023 by and among GSRM, the Sponsor, BT Assets and BT OpCo.

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

June 13, 2023 EX-10.4

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

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 Acqui

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

June 13, 2023 EX-10.3

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

June 8, 2023 CORRESP

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

June 8, 2023 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) (Amendment No. 6) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 7, 2023 EX-99.1

JOINT FILING AGREEMENT

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

June 7, 2023 SC 13G

US36263W1053 / GSR II Meteora Acquisition Corp. / Harraden Circle Investments, LLC - SC 13G Passive Investment

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

June 2, 2023 EX-10.1

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

June 2, 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 31, 2023 GSR II Meteora Acqui

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

June 2, 2023 8-K

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

May 31, 2023 EX-3.1

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

May 31, 2023 EX-10.1

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

May 31, 2023 EX-99.1

POWER OF ATTORNEY

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

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 Acqui

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

May 31, 2023 SC 13G

US36263W1053 / GSR II Meteora Acquisition Corp. / Radcliffe Capital Management, L.P. - SC 13G 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. ) GSR II Meteora Acquisition Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 36263W105

May 31, 2023 EX-99.2

POWER OF ATTORNEY

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

May 31, 2023 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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

May 24, 2023 8-K

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): 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

May 22, 2023 8-K

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

May 22, 2023 EX-10.1

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

May 22, 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

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

May 19, 2023 8-K

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

May 19, 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

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

May 19, 2023 EX-10.1

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

May 12, 2023 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) (Amendment No. 5) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 12, 2023 CORRESP

Lux Vending LLC ( d/b/a Bitcoin Depot) Cryptocurrency Impairment methodology example Test details Example 1 Example 2 Example 3 Weighted Avg. Date 1/10/2022 12PM 1/10/2022 12AM 2/2/2022 11AM — Day of Week Monday Monday Wednesday — Purchased BTC 2.893

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

May 11, 2023 8-K

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

May 11, 2023 EX-2.1

Third Amendment to the Transaction Agreement, dated May 11, 2023 by and among GSRM, the Sponsor, BT Assets and BT OpCo.

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

May 5, 2023 10-Q

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

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

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

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

May 3, 2023 CORRESP

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

April 27, 2023 EX-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 "

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

April 27, 2023 8-K

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 Acq

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

April 27, 2023 EX-99.1

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

April 21, 2023 PRE 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

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

April 18, 2023 EX-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.

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

April 18, 2023 8-K

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

April 14, 2023 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) (Amendment No. 4) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 13, 2023 8-K

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

April 13, 2023 EX-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

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

April 4, 2023 8-K

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

April 4, 2023 EX-2.1

Second Amendment to the Transaction Agreement, dated April 4, 2023 by and among GSRM, the Sponsor, BT Assets and BT OpCo.

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

March 30, 2023 EX-4.7

Description of Securities.

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

March 30, 2023 10-K

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 SE

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

March 29, 2023 8-K

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

March 29, 2023 EX-99.1

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

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

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)) ☐

March 3, 2023 CORRESP

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

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

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

February 14, 2023 EX-99.1

GSR II Meteora Acquisition Corp. Announces Update on Proxy Statement for Proposed Business Combination with Bitcoin Depot

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

February 14, 2023 EX-2.1

First Amendment to the Transaction Agreement, dated February 13, 2023 by and among GSRM, the Sponsor, BT Assets and BT OpCo.

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

February 14, 2023 SC 13G

US36263W1053 / GSR II Meteora Acquisition Corp. / HGC Investment Management Inc. - FORM 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. )* 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

February 14, 2023 SC 13G/A

US36263W2044 / GSR II Meteora Acquisition Corp / 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. 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

February 14, 2023 8-K

Regulation FD Disclosure, 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): 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)

February 13, 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

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

February 9, 2023 EX-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

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

February 9, 2023 8-K

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) (

February 8, 2023 SC 13G

US36263W1053 / GSR II Meteora Acquisition Corp. / Hudson Bay Capital Management LP - GSRM 13G Passive Investment

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

February 8, 2023 8-K

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) (

February 8, 2023 DEFM14A

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

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

February 8, 2023 EX-99.1

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

February 2, 2023 SC 13G

US36263W1053 / GSR II Meteora Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - GSR II METEORA ACQUISITION CORP. Passive Investment

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

January 26, 2023 EX-99.5

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

January 26, 2023 EX-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

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

January 26, 2023 EX-99.2

###

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

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