8-K
filed July 7, 2023, 7:59 PM ET
ticker BTM
CIK 0001901799
M&A
confidence high
sentiment neutral
materiality 0.80
Bitcoin Depot Inc. (BTM): M&A transaction — Bitcoin Depot completes de-SPAC merger with GSR II Meteora, starts trading July 3
Bitcoin Depot Inc.
- Closing occurred June 30; public shares redeemed (3.69M for $38.6M); PIPE of 4.3M Series A Preferred issued.
- Post-close: 12.36M Class A shares, 44.1M Class V, 1.08M Class E, 4.3M Series A Preferred, 43.85M warrants.
- Class A common (BTM) and warrants (BTMWW) listed on Nasdaq beginning July 3, 2023.
- BT Assets holds 44.1M Class V shares (63.2% total voting); Sponsor holds 19M Class A shares (27.2%).
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph Tonnos resigned as Chief Financial Officer at Bitcoin Depot Inc..
- Action
- resigned
- Role
- Chief Financial Officer
Exact text from the filing
Joseph Tonnos resigned from his position as GSR’s Chief Financial Officer and Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Gus Garcia resigned as Co-Chief Executive Officer at Bitcoin Depot Inc..
- Action
- resigned
- Role
- Co-Chief Executive Officer
Exact text from the filing
Gus Garcia resigned from his positions as GSR’s Co-Chief Executive Officer and Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Lewis Silberman resigned as Co-Chief Executive Officer at Bitcoin Depot Inc..
- Action
- resigned
- Role
- Co-Chief Executive Officer
Exact text from the filing
Lewis Silberman resigned from his positions as GSR’s Co-Chief Executive Officer and Director
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anantha Ramamurti resigned as President at Bitcoin Depot Inc..
- Action
- resigned
- Role
- President
Exact text from the filing
Anantha Ramamurti resigned from his positions as President and Director
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bitcoin Depot Inc.: As a result of the Business Combination, the Company ceased to be a shell company (effective 2023-06-30).
- Change
- shell status
- Effective
- 2023-06-30
Exact text from the filing
As a result of the Business Combination, the Company ceased to be a shell company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bitcoin Depot Inc.: The Company filed its Second Amended and Restated Certificate of Incorporation to change its name to 'Bitcoin Depot Inc.' and effect other amendments (effective 2023-06-30).
- Change
- charter amendment
- Effective
- 2023-06-30
Exact text from the filing
In connection with the Closing, the Company filed its Second A&R Charter with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the “ Bylaws ”). Pursuant to the filing of the Second A&R Charter, the Company changed its name to “Bitcoin Depot Inc.”
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bitcoin Depot Inc.: The Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors (effective 2023-06-30).
- Change
- code of ethics
- Effective
- 2023-06-30
Exact text from the filing
In connection with the Business Combination, on June 30, 2023, the Board approved and adopted a new Code of Business Conduct and Ethics (the “ Code of Conduct ”) applicable to all employees, officers and directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Bitcoin Depot Inc.: The Company adopted amended and restated bylaws in connection with the business combination (effective 2023-06-30).
- Change
- bylaw amendment
- Effective
- 2023-06-30
Exact text from the filing
In connection with the Closing, the Company filed its Second A&R Charter with the Secretary of State of the State of Delaware and adopted its amended and restated bylaws (the “ Bylaws ”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Bitcoin Depot Inc. completed an acquisition involving BT Assets, Inc. (closed 2023-06-30).
- Action
- acquisition
- Counterparty
- BT Assets, Inc.
- Closing
- 2023-06-30
Exact text from the filing
The Business Combination was consummated on June 30, 2023.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Bitcoin Depot Inc. entered into PIPE Agreement (effective 2023-06-30).
- Action
- entry
- Agreement
- equity purchase
- Effective
- 2023-06-30
Exact text from the filing
On June 30, 2023, the Company consummated the transactions contemplated by the PIPE Agreement. Pursuant to the PIPE Agreement, the Company issued 4,300,000 shares of Series A Preferred Stock in a private placement.
View on SEC.gov
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