4//SEC Filing
Guzel Baris 4
Accession 0000899243-23-016826
CIK 0001901799other
Filed
Jul 2, 8:00 PM ET
Accepted
Jul 3, 4:05 PM ET
Size
17.5 KB
Accession
0000899243-23-016826
Insider Transaction Report
Form 4
Guzel Baris
Director
Transactions
- Other
Class A Common Stock
2023-06-30+48,345→ 68,345 total - Disposition to Issuer
Class B Common Stock
2023-06-30−20,000→ 0 total - Other
Class E-1 Common Stock
2023-06-30+3,074→ 3,074 totalExp: 2030-06-30→ Class A Common Stock (3,074 underlying) - Other
Class E-3 Common Stock
2023-06-30+3,074→ 3,074 totalExp: 2033-06-30→ Class A Common Stock (3,074 underlying) - Award
Class A Common Stock
2023-06-30+20,000→ 20,000 total - Other
Class E-2 Common Stock
2023-06-30+3,074→ 3,074 totalExp: 2030-06-30→ Class A Common Stock (3,074 underlying)
Footnotes (6)
- [F1]On June 30, 2023, pursuant to that certain Transaction Agreement, dated as of August 24, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the "Transaction Agreement"), by and among GSR II Meteora Acquisition Corp. (the "Company"), GSRII Meteora Sponsor LLC ("Sponsor"), Lux Vending, LLC dba Bitcoin Depot ("BT OpCo"), BT HoldCo LLC ("BT HoldCo") and BT Assets, Inc. ("BT Assets"), the Company entered into a series of transactions with Sponsor, BT Assets, BT OpCo and BT HoldCo (each such transaction and the other transactions contemplated by the Transaction Agreement, collectively, the "business combination"). Upon the consummation of the business combination (the "Closing"), the Company changed its name to Bitcoin Depot Inc. In connection with the Closing, the Class B Common Stock of the Company was converted to Class A Common Stock of the Company.
- [F2]These shares will not vest until and unless the closing price of the Class A Common Stock exceeds $10.00 per share for twenty days during any thirty day period starting on the first trading day following the Closing.
- [F3]Represents pro rata distribution by Sponsor to its members, which includes the reporting person, for no consideration, exempt under Rule 16a-9.
- [F4]The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the seven-year period following the Closing, the closing share price of the Class A Common Stock is greater than $12.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.
- [F5]The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the seven-year period following the Closing, the closing share price of the Class A Common Stock is greater than $14.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.
- [F6]The Class E-1 Common Stock shall vest and automatically convert to Class A Common Stock on a one-for-one basis if at any time during the ten-year period following the Closing, the closing share price of the Class A Common Stock is greater than $16.00 per share over 10 trading days (which may be consecutive or not consecutive) within any 20 consecutive trading days.
Documents
Issuer
Bitcoin Depot Inc.
CIK 0001901799
Entity typeother
Related Parties
1- filerCIK 0001853269
Filing Metadata
- Form type
- 4
- Filed
- Jul 2, 8:00 PM ET
- Accepted
- Jul 3, 4:05 PM ET
- Size
- 17.5 KB