--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-183847" form_type: "8-K" ticker: "BTM" cik: "0001901799" company_name: "Bitcoin Depot Inc." filed_at: "2023-07-07T23:59:59+00:00" generated_at: "2026-06-13T11:18:00.249603+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # Bitcoin Depot completes de-SPAC merger with GSR II Meteora, starts trading July 3 ## Summary - 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%). ## SEC filing metadata - accession: 0001193125-23-183847 - form_type: 8-K - ticker: BTM - cik: 0001901799 - company_name: Bitcoin Depot Inc. - filed_at: 2023-07-07T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.01, 3.02, 9.01, 4.01, 2.03, 3.03, 5.01, 5.02, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/d527686d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-183847 - JSON: https://secwatch.observer/filing/0001193125-23-183847.json - Plain text: https://secwatch.observer/filing/0001193125-23-183847.txt ## Key facts - Executive change Joseph Tonnos resigned as Chief Financial Officer at Bitcoin Depot Inc.. - Action: resigned - Role: Chief Financial Officer source text: Joseph Tonnos resigned from his position as GSR’s Chief Financial Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm - Executive change Gus Garcia resigned as Co-Chief Executive Officer at Bitcoin Depot Inc.. - Action: resigned - Role: Co-Chief Executive Officer source text: Gus Garcia resigned from his positions as GSR’s Co-Chief Executive Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm - Executive change Lewis Silberman resigned as Co-Chief Executive Officer at Bitcoin Depot Inc.. - Action: resigned - Role: Co-Chief Executive Officer source text: Lewis Silberman resigned from his positions as GSR’s Co-Chief Executive Officer and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm - Executive change Anantha Ramamurti resigned as President at Bitcoin Depot Inc.. - Action: resigned - Role: President source text: Anantha Ramamurti resigned from his positions as President and Director evidence_url: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm - Governance Changes 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 source text: As a result of the Business Combination, the Company ceased to be a shell company. evidence_url: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm - Governance Changes 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 source text: 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.” evidence_url: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm - Governance Changes 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 source text: 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 ”). evidence_url: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm - M&A Transactions Bitcoin Depot Inc. completed an acquisition involving BT Assets, Inc. (closed 2023-06-30). - Action: acquisition - Counterparty: BT Assets, Inc. - Closing: 2023-06-30 source text: The Business Combination was consummated on June 30, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm - Material Agreements Bitcoin Depot Inc. entered into PIPE Agreement (effective 2023-06-30). - Action: entry - Agreement: equity purchase - Effective: 2023-06-30 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1901799/000119312523183847/0001193125-23-183847-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.