New Risk • Jun 28
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 14% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$1.9m free cash flow). Negative equity (-US$4.3m). Revenue is less than US$1m. Minor Risks Less than 3 years of financial data is available. Share price has been volatile over the past 3 months (14% average weekly change). Announcement • Aug 26
Lux Vending, LLC (Bitcoin Depot) entered into a definitive agreement to acquire GSR II Meteora Acquisition Corp. (NasdaqGM:GSRM) from GLA Meteora Sponsor LLC and others in a reverse merger transaction. Lux Vending, LLC (Bitcoin Depot) entered into a definitive agreement to acquire GSR II Meteora Acquisition Corp. (NasdaqGM:GSRM) from GLA Meteora Sponsor LLC and others in a reverse merger transaction on August 24, 2022. Upon closing of the transaction, the combined company will be named Bitcoin Depot Inc. and trade on the NASDAQ under the new ticker symbol “BTM.” Assuming no redemptions, the combined company will have an estimated post-transaction enterprise value of $755 million with an estimated equity value of $885 million from the contribution of up to $170 million in cash proceeds from the transaction, net of cash distribution to selling equity holders and expenses.
The Closing is subject to certain customary conditions, including, but not limited to, the requisite approvals of the stockholders of GSRM; the expiration or termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (if applicable); The Class A Common Stock being approved for listing on Nasdaq; Minimum Cash Available and combined company shall have net tangible assets of at least $5,000,001; regulatory approvals; each of the Employment Agreements shall be in full force and effect and other customary closing conditions. The business combination has been unanimously approved by the leadership team of Bitcoin Depot and the Board of Directors of GSRM and is expected to close by the first quarter of 2023.
Oppenheimer & Co. Inc. is serving as financial advisor and Steven Stokdyk and Brian Duff of Latham & Watkins LLP is serving as legal advisor to GSRM. Thomas Laughlin, Mark Ramzy, Douglas E. Bacon, Matthew R. Pacey and Atma Kabad of Kirkland & Ellis LLP serving as legal advisors to Bitcoin Depot. Latham & Watkins LLP acted as legal advisor to GSR II Meteora Sponsor LLC. 
