For accounting purposes, the Merger was treated as the equivalent of Legacy 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):


	As of June 30, 2023
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 GSRM shareholders		3,343
Assumed net liabilities from GSRM, excluding net cash proceeds		(6,850	)
Net Impact of the Merger on the Statement of Changes in Stockholders’ and Member's Equity	$	(3,507	)

(1)

Transaction costs paid from the GSRM 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.

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 notional 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 GSRM Share Issuance for further information.

The Subscription Receivable represents a hybrid financial instrument comprising a subscription receivable and a compound 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 is 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 of 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 of 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 $12.3 million also includes $1.0 million of cash fees ($0.6 million paid at the closing of the Merger and $0.4 million due in September 2023) on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) for the nine months ended September 30, 2023. During the three months ended September 30, 2023, the Company recorded $2.7 million expense related to the change in fair value of the bifurcated derivative carried at fair value, which was recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income ( Loss).

The following table presents fees and expenses related to the PIPE for the three and nine months ended September 30, 2023 (in thousands).


	Three Months Ended		Nine Months Ended
	September 30, 2023
Establishment of PIPE	$	-	$	8,636
Expenses associated with the PIPE		-		945
Change in fair value of derivative		2,700		2,700
Total	$	2,700	$	12,281

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 the Subscribers 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”).

In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, GSRM 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 and Member's Equity. The expenses related to the Non-Redemption Agreements and the GSRM Share Issuance described above have been recognized in the GSRM Statement of Operations as these transaction occurred prior to the Merger.