Merger

6 Months Ended

Jun. 30, 2023

(4) Merger

For accounting purposes, the Merger was treated as the equivalent of Bitcoin Depot issuing stock for the net assets of GSRM accompanied by a recapitalization. The following summarizes the elements of the Merger to the consolidated Statement of Cash flows, including the transaction funding, sources and uses of cash (in thousands):


	Recapitalization
Cash - GSR II Meteora Acquisition Corp Trust	$	332,102
Less: GSRM transactions cost paid from Trust(1)		(25,958	)
Less: Purchase of BT HoldCo common units from BT Assets		(10,066	)
Less: Redemptions of existing shareholders of GSRM		(292,735	)

Net proceeds from SPAC shareholders		3,343
Assumed net liabilities from GSRM, excluding net cash proceeds		(6,847	)

Net Impact of the Merger on the Statement of Changes in Stockholders’ Equity	$	(3,504	)

(1)

Includes the following: Transaction costs paid from

SPAC trust account

include

$18.7

million of non-redemption payments,

$4.9

million of other transaction-related expenses and

$2.4

million of franchise and income taxes

all of which were recorded by GSRM.

PIPE Financing

On June 23, 2023, GSRM entered into a private placement agreement with certain subscribers (“Subscribers”). Concurrently with the closing of the Merger, the Subscribers purchased

4,300,000 shares of Series A Preferred Stock

in exchange for a subscription receivable (“Subscription Receivable”). The terms of the Subscription Receivable provide that the Subscribers will pay a purchase price of up to $43.3 million if the trading price of the Company’s Class A

common stock

exceeds certain hurdle prices ranging from $10.50 to $11.39

per share over the period from September 2023 through February 2024 (or April 2024 if the Company elects to extend the observation period based on a national amount of 5,000,000

shares of Class A

common stock

). The price paid by the Subscribers will be reduced if the trading price does not exceed the hurdle prices and, if the Class A

common stock

trading price declines to

zero

, could result in the Company making a cash payment to the Subscribers of up to $

10.9

million (or $

12.1

million if the Company elects to extend the observation period).

For purposes of settlement

under

the PIPE Agreement, the

otional amount of 5,000,000 shares consists of (a) the 4,300,000 shares of Series A Preferred Stock sold at the closing of the Merger (that have substantially the same economics as the Class A

common stock

(see Notes 15 and 18) as described above, and (b) 700,000 shares of Class A

common stock

that were held by the Subscribers prior to the consummation of the Transaction. In connection with the Transaction, the Subscribers entered into non-redemption agreements with the Company and received additional shares of Class A

common stock

in exchange for their commitments not to redeem. See the discussion below under

SPAC Share Issuance

for further information.

The Subscription Receivable represents a hybrid financial instrument comprising a subscription receivable and an embedded derivative. The host subscription receivable was recognized at its initial fair value of $5.6 million as a reduction in stockholders’ equity. The embedded derivative represents a net cash settled forward contract with a value that is indexed to the trading price of the Company’s Class A

common stock

. The derivative was bifurcated pursuant to subtopic ASC

815-15

Embedded derivatives

and will be carried at its fair value with changes in fair value recognized in earnings.

The Series A Preferred Stock was recorded at fair value of $13.9

million. The excess of the fair value

the Series A Preferred Stock and the fair value of the Subscription Receivable was deemed to reflect the minimum return promised to the Subscribers inherent in the mechanics of the arrangement whereby the Subscribers may ultimately pay less than the purchase price of $43.3 million based on future prices of the Class A

common stock

. The economics of this element of the transaction are reflected in the bifurcated derivative carried at fair value with changes in fair value recognized in earnings. As a result, the

difference between the fair value the Series A Preferred Stock and the fair value of the Subscription Receivable was recognized as an expense at the date of the initial recognition. The expense of $9.2 million also includes $0.9 million of cash fees ($0.6

million

paid at the closing of the Merger and $0.3

million

due in September 2023) and is include

within other (expense) income on the

Consolidated

Statements of Income (Loss) and Comprehensive Income (Loss).

Non-Redemption Agreements

Prior to the Merger, GSRM entered into voting and

non-redemption

agreements (“Voting and

Non-Redemption

Agreements”) with unaffiliated third parties

(“Non-Redeeming

Stockholders”) in exchange for such

Non-Redeeming

Stockholders

, including Subscriber referenced above

agreeing to either not redeem or to reverse any previously submitted redemption request with respect to an aggregate of 6,833,000 shares of the Company’s Class A common stock sold in its initial public offering

(“Non-Redeemed

Shares”) and to allow the Company, without another stockholder vote, to further extend the date to consummate an initial business combination on a monthly basis up to eight times by an additional one month each time after July 1, 2023 (each one month extension, a “Monthly Extension”), until March 1, 2024, unless the closing of an initial business combination shall have occurred prior thereto (the “Extension”).

SPAC Share Issuance

In exchange for the foregoing commitments not to redeem such

Non-Redeemed

Shares, GSRM had agreed to issue to the

Non-Redeeming

Stockholders an aggregate of 68,330 shares (“Commitment Shares”) (representing 1% of the

Non-Redeemed

Shares) of the Company’s Class A common stock. The

Non-Redeeming

Stockholders also received 136,660 shares (“Extension Shares”) of the Company’s Class A common stock in connection with the

initial extension

. Additionally, a backstop fee was paid immediately upon closing of the Merger, which was paid to all

Non-Redeeming

Stockholders, except for

one investor

, to which the Company paid the backstop fee in the form of 454,350 shares of the Company’s Class A common stock. In total, the Company issued 659,340 shares of Class A common

stock

at the closing of the Merger

and $18.7 million of cash was paid out of the SPAC trust

account

proceeds. The cash paid by GSRM to Non-Redeeming Stockholders of $18.7 million reduced GSRM’s trust

account

balance at closing of the Merger. In connection with the reverse recapitalization, the Company recorded the remaining trust

account

balance and other net liabilities as an adjustment to accumulated deficit on the consolidated Balance Sheet and Statement of Changes in Stockholders’ Equity.

The expenses related to the Non-Redemption Agreements and the SPAC Share Issuance described above have been recognized in the GSRM Statement of Operations as these transaction occurred prior to the Merger.